Our Conure at 26 mos., "whats up", okay, thank you! :)
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Macquarie Infrastructure Company Receives Notice Regarding NYSE Listing
Date : 04/14/2009 @ 9:27AM
Source : Business Wire
Stock : Macquarie Infrastructure Company LLC (MIC)
Quote : 2.37 -0.04 (-1.66%) @ 8:00PM
Free Macquarie Infrastructure Company LLC Annual Company Report
Macquarie Infrastructure Company Receives Notice Regarding NYSE Listing
Macquarie Infrastructure Company LLC announced that it has been notified by the New York Stock Exchange (NYSE) that it has fallen below the NYSE’s continued listing standard related to total market capitalization. The NYSE requires that the average market capitalization of a company listed under the Valuation and Cash Flow Standard be not less than $75 million over a consecutive 30 trading-day period. As of April 7, 2009, the date of the notice, MIC’s 30 trading-day average market capitalization was approximately $65.3 million.
MIC intends to submit a written plan to the NYSE, within the allotted 45 day period, summarizing the steps that it has taken and will take to regain compliance with the listing standard. The Company expects to have 18 months from the date of the notice in which to achieve compliance.
“We are acutely aware of the potential impact of the economic downturn and the tightening of the credit markets on our businesses”, said Peter Stokes, chief executive officer of MIC. “However, we believe the price of our shares, and therefore our market capitalization, overstates the impact of the market conditions and undervalues the current and future cash generating capacity of our businesses.”
Among the items that the Company will reference in the plan it submits to the NYSE are its ongoing debt reduction initiatives, particularly as they pertain to the airport services and holding company level facilities. The plan will also note completed and potential further reductions in operating expenses.
None of MIC’s operations, credit agreements or debt obligations is affected by this notification. The notice does not alter the Company’s reporting requirements with the Securities and Exchange Commission.
Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)
Date : 04/03/2009 @ 5:15PM
Source : Edgar (US Regulatory)
Stock : (MIC)
Quote : 2.37 -0.04 (-1.66%) @ 8:00PM
Free Annual Company Report
- Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
MACQUARIE INFRASTRUCTURE COMPANY LLC
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TABLE OF CONTENTS
MACQUARIE INFRASTRUCTURE COMPANY LLC
April [ ], 2009
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders, which will be held on Thursday, June 4, 2009 at 11:00 a.m., at the Hilton New York, 1335 Avenue of the Americas, New York, New York 10019.
The following pages contain the formal Notice of the Annual Meeting and our proxy statement. The proxy statement contains important information about the Annual Meeting, the proposals we will consider and how you can vote your LLC interests. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as directors.
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly vote and submit your proxy by telephone or by Internet or by completing, signing, dating and returning the enclosed proxy card. This will help us ensure that your vote is represented at the Annual Meeting.
On behalf of the board of directors and the management of Macquarie Infrastructure Company, I extend our appreciation for your investment in Macquarie Infrastructure Company.
Sincerely,
John Roberts
Chairman of the Board of Directors
--------------------------------------------------------------------------------
TABLE OF CONTENTS
MACQUARIE INFRASTRUCTURE COMPANY LLC
April [ ], 2009
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 4, 2009
Macquarie Infrastructure Company’s 2009 Annual Meeting of Shareholders will be held on Thursday, June 4, 2009 at 11:00 a.m., at the Hilton New York, 1335 Avenue of the Americas, New York, New York 10019. At the Annual Meeting, we will discuss, and you will vote on, the following proposals:
• the election of independent directors to our board of directors to serve for a one-year term;
• the ratification of the selection of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2009; and
• the approval of Amendment No. 2 to our Amended and Restated Management Services Agreement, dated as of June 22, 2007 and effective as of June 25, 2007 (as amended by Amendment No. 1 thereto, dated as of February 7, 2008).
These matters are more fully described in the enclosed proxy statement. The board of directors recommends that you vote FOR the election of directors, the ratification of the independent auditor and the approval of Amendment No. 2 to our Amended and Restated Management Services Agreement.
Only shareholders of record at the close of business on April 7, 2009 will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. The share register will not be closed between the record date and the date of the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive offices at 125 West 55 th Street, New York, New York 10019.
You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual Meeting to ensure that you comply with these requirements.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 4, 2009:
The proxy statement and our 2008 annual report are available on our web site at
www.macquarie.com/mic under “Investor Center/Reports and Presentations”
Sincerely,
Heidi Mortensen
General Counsel and Secretary
Macquarie Infrastructure Company Reports Fourth Quarter and Full Year 2008 Results
Date : 02/26/2009 @ 7:30AM
Source : Business Wire
Stock : Macquarie Infrastructure Company (MIC)
Quote : 2.37 -0.04 (-1.66%) @ 8:00PM
Free Macquarie Infrastructure Company Annual Company Report
Macquarie Infrastructure Company Reports Fourth Quarter and Full Year 2008 Results
Macquarie Infrastructure Company (NYSE: MIC), a market leader in the ownership and operation of U.S. infrastructure businesses, today reported its fourth quarter and full year 2008 financial results. 2008 full year gross profit increased 13% to $398.5 million compared with $351.5 million in 2007.
Estimated cash available for distribution (“CAD”) increased 1% to $106.1 million in 2008 from $105.0 million in 2007. The Company reported CAD of $19.6 million or $0.44 per share for the fourth quarter compared with $25.6 million, or $0.57 per share, for the fourth quarter in 2007. MIC believes that CAD, a non-GAAP measure, provides additional insight into its operating performance and generation of cash available to reduce debt, make distributions to equity holders or reinvest in the growth of the Company. In future periods the Company will disclose "cash available before debt reduction" and "CAD" will be replaced with "CADR". The calculation will be unchanged but the definition will encompass the impact of cash sweeps and the redirection of cash to prepayment of debt principal.
MIC continued to reduce risks associated with its capital structure during the fourth quarter of 2008 and first quarter of 2009 in response to the overall decline in economic activity. The Company’s strategy has led to substantial reductions in the debt of the airport services business and significant modifications to the debt facility of that business. MIC continues to pursue opportunities to further reduce debt at both its holding company and operating company levels.
The modifications of the airport services debt included a prepayment of approximately $44.9 million and an easing of a leverage ratio (debt to adjusted EBITDA) covenant. As a part of the agreement, the Company will sweep 100% of available cash flows generated by the airport services business to the prepayment of debt until the debt to adjusted EBITDA ratio in the business falls below specified levels.
The analysis also resulted in a decision to pursue strategic alternatives with respect to MIC’s airport parking business including a possible sale, debt restructuring or filing for bankruptcy protection. The Company has advised lenders to the airport parking business that it does not intend to provide the business with additional capital contributions other than a maximum of $12.0 million in obligations that it has guaranteed. Implementation of any of the strategic alternatives would have no impact on the continued operation or cash generation of any other of MIC’s businesses.
“We have made considerable progress in terms of reducing our exposure to risks associated with the economic slowdown”, said Peter Stokes, Chief Executive Officer of MIC. “Our airport services business is in a much better position as a result of its reduced debt level, and we have provided investors with a clear statement on the alternatives we are pursuing with the airport parking business,” he added.
Along with its operating results, MIC announced that it has recorded a pre-tax non-cash charge of $253.5 million in the fourth quarter of 2008 to write-down the carrying value of a portion of the intangible and long-lived assets on its balance sheet. $166.0 million of the write-down was attributed to the Company’s airport parking business and $87.5 million was attributed to its airport services business.
The Company reported a net loss of $185.3 million and $178.5 million for the quarter and full year, respectively, largely as a result of the impairment charges in the fourth quarter. Excluding the impact of the impairment charges, the Company would have reported a net loss of $12.0 million for the year.
Although the Company’s operating entities continue to generate substantial levels of cash, MIC’s board of directors has decided to suspend the payment of quarterly cash distributions to shareholders. Cash accumulated as a result of the suspension will be used to accelerate the reduction of the Company’s debt. The Company believes that it will be able to resume the payment of distributions when debt levels at its airport services business and holding company have been reduced further.
MIC’s gas production and distribution business and its district energy business remained resilient in the face of the economic downturn and performed in line with expectations in the fourth quarter and for the full year. The Company’s bulk liquid storage terminal business generated solid growth in operating income on continued strong demand for storage and contributions from new capacity which was commissioned in 2008.
While operating cash flows of the bulk liquid storage business are expected to increase again in 2009, the business anticipates that maintenance capital expenditures will also rise over the near term. Reflecting the increased capital expenditures, total CAD generated by the business is expected to be between $28.0 million and $36.0 million in 2009. The amount of any dividends payable to MIC will be a function of, among other factors, the outlook for market conditions, the level of the business’ indebtedness and the availability of funding for growth projects.
Financial Highlights
Consolidated revenue for full year 2008 increased 27% to $1.05 billion compared with $831.4 million in 2007. The acquisition of 32 additional facilities by the Company’s airport services business in 2007 and 2008 drove the majority of the increase. Higher jet fuel prices resulting from the mid-year spike in crude oil prices also contributed to the increase. The higher fuel prices are passed through to customers and the recovery of the cost is reflected in revenue. Consolidated revenue for the fourth quarter decreased 20% to $209.8 million compared with $263.7 million in the fourth quarter of 2007. The decrease was primarily the result of reduced activity at the Company’s airport services business and the lower average cost of jet fuel in the fourth quarter of 2008 compared with the fourth quarter of 2007.
Consolidated gross profit for the full year increased 13% to $398.5 million on contributions from the recently acquired airport services facilities. Consolidated gross profit decreased 30% to $74.9 million in the fourth quarter compared with $106.4 million in the fourth quarter of 2007. The decrease reflects a decline in activity at the airport parking business and the impact of $19.1 million of impairment charges related to the write-down of intangible and other long-lived assets in the quarter. The Company believes that reporting gross profit, or revenue less costs of goods sold/sales, improves transparency regarding its financial performance. Analysis of gross profit removes the volatility in revenue associated with expenses that are effectively borne by customers of its businesses.
For the full year 2008, CADR increased 1% to $106.1 million from $105.0 million in 2007. CADR was $19.6 million, or $0.44 per share, for the fourth quarter compared with $25.6 million, or $0.57 per share, for the fourth quarter in 2007. The decline in CADR in the fourth quarter was attributable primarily to softer performance by the airport services business during that period. MIC believes that CADR, a non-GAAP measure, provides additional insight into its operating performance and generation of cash available to reduce debt, make distributions to equity holders or reinvest in the growth of the Company. A reconciliation of CADR to cash from operations is provided below.
The Company reported a net loss for the full year of $178.5 million or $3.97 per share including the effects of the write-down of intangible assets and long-lived assets. Excluding the write-down, the Company’s full year 2008 net loss was $12.0 million or $0.27 per share.
Amendment of Airport Services Debt Facility
MIC, in cooperation with its lenders, has amended certain terms of the debt facility at its airport services business. As a part of the amendment, the Company will sweep all excess cash from the airport services business to debt repayments until such time as the ratio of debt to adjusted EBITDA decreases to less than 6.0. When the debt to adjusted EBITDA ratio falls below 6.0, 50% of the cash flows from the business will be available to MIC until the ratio is reduced to less than 5.5. MIC will have access to 100% of the excess cash flows from the airport services business when the debt to adjusted EBITDA ratio is below 5.5, provided that the ratio remains below that level. At year-end 2008 the ratio was 6.68.
The amendments include a relaxation of the leverage covenant. For 2009, the maximum leverage ratio permitted is increased from 7.25 to 8.25. The maximum leverage ratio declines each year through the maturity of the debt.
In February 2009, the Company paid down approximately $44.9 million of airport services’ debt principal, net interest rate swap break fees of $5.1 million. The reduction in debt is expected to lower annualized interest expense by $3.0 million.
The interest margin on the debt and its scheduled maturity were not changed.
Airport Parking
It is unlikely that the Company’s airport parking business will be able to refinance its debt obligations that mature in 2009 as a result of the continued erosion of revenue caused by the decline in the level of commercial air travel. MIC has advised lenders to the airport parking business that it does not intend to provide the business with additional capital contributions other than a maximum of $12.0 million in obligations in connection with certain interest rate swap obligations, shuttle bus leases and one facility lease that it has guaranteed.
The primary debt facility of MIC’s airport parking business is a limited recourse facility without any other parent or cross guarantees. The average maturity of debt facilities other than in the airport parking business is 5.1 years.
Distributions to Shareholders Suspended to Accelerate Capital Restructure
MIC has suspended the payment of quarterly cash distributions to shareholders. The Company will further strengthen its balance sheet using internally generated cash to reduce debt levels. MIC also believes that it will avoid the need to raise new capital for debt repayment on unfavorable terms in the current environment.
Cash accumulated as a result of the suspension of distributions can be used to reduce debt at the airport services business or to reduce the drawn balance on MIC’s holding company revolving credit facility.
The Company has limited visibility into the timing of an economic recovery and increased stability in the capital markets and is therefore unlikely to make distributions to shareholders during 2009. However, MIC believes that it will be able to resume payment of cash distributions when it has successfully reduced its overall debt levels and has reasonable visibility into the functioning of the capital markets.
Intangible and Long-Lived Asset Non-Cash Write-down
MIC recorded a non-cash pre-tax impairment charge in the fourth quarter of 2008 of $253.5 million to write down the carrying value of intangible assets and long-lived assets on its balance sheet in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) and Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). These standards require the Company to evaluate intangible assets and long-lived assets for impairment whenever a triggering event exists. The decline in the Company’s stock price during the fourth quarter of 2008 caused its carrying value to exceed its market capitalization, which the Company determined to be a triggering event in accordance with SFAS No. 142 and SFAS No. 144. These standards require the Company to consider the fair value of its reporting units in its evaluation of impairment. Factors considered in determining fair value for purposes of SFAS 142 include, among other things, the Company’s market capitalization as determined by quoted market prices for its common stock, market values of the Company’s reporting units based on common market multiples for comparable companies, and discount rates that appropriately reflect not only the Company’s businesses, but also the current overall macroeconomic environment. The extended decline in the Company’s share price and the uncertainties and deterioration in overall macroeconomic conditions through the current date have had a material impact on the impairment test for goodwill and other intangible assets.
The impact on the Company’s consolidated net loss for the fourth quarter and full year is $3.74 per share, net of tax benefits of $85.6 million. The Company will continue to monitor the valuation of intangibles and other long-lived assets on a quarterly basis in light of prevailing market conditions.
Near Term Outlook for Bulk Liquid Storage Terminal Business Revised
MIC expects its bulk liquid storage terminal business to generate growth in gross profit and EBITDA on contractual increases in storage rates, combined with full-year contributions from projects completed in 2008 and part-year contributions from those scheduled to be completed in 2009. The Company expects that the business will produce gross profit in a range of $165.0 million to $177.0 million and EBITDA in a range of $140.0 million to $152.0 million in 2009. MIC has a 50% interest in the bulk liquid storage business and does not consolidate its financial results with those of its other businesses.
Maintenance and environmental capital expenditures made by the business totaled $42.7 million in 2008. Due to an increase in the number and size of tanks to be inspected and repaired in 2009 as a part of the business’ extensive tank cleaning and inspection program, the deferral of some maintenance capital expenditure projects from 2008 to 2009 and the need to undertake repairs and upgrades to some infrastructure at the business’ Louisiana terminals, maintenance and environmental capital expenditures are forecast to increase to between $65.0 million and $67.0 million in 2009.
In 2009, the bulk liquid storage terminal business will seek external funding to complete previously approved growth projects and scheduled amortization of a term loan. If the business does not obtain sufficient external funding for the projects they will be funded out of operating cash flows.
In 2008, MIC received a fixed distribution of $7.0 million per quarter on its investment in the bulk liquid storage terminal business. Per the terms of MIC’s investment, the distribution will become a variable payment in 2009 based on the cash flows generated by the business.
CAD for the entire business in 2009 is estimated to be in a range of between $28.0 million and $36.0 million, including the expected increase in maintenance capital expenditures. MIC may agree to reduce the amount of distributions it receives based on factors including the outlook for bulk liquid storage market conditions, the level of debt at the business and the availability of external sources of funding for growth capital projects.
ESTIMATED CASH AVAILABLE FOR DISTRIBUTION
The Company believes that it can provide better insight into its ability to generate cash by making certain adjustments to its “as reported” results. Financial results under Generally Accepted Accounting Principles (“GAAP”) alone do not reflect all of the items that management considers in estimating the amount of cash available to reduce debt, make distributions to equity holders or reinvest in the growth of the Company.
With the focus of the Company on preserving cash and reducing debt, “estimated cash available for distribution” no longer provides an appropriate description of the sources and uses of cash generated by its businesses. In future periods the Company will disclose “cash available before debt reduction” and “CAD” will be replaced with “CADR”. The calculation will be unchanged but the definition will encompass the impact of cash sweeps and the redirection of cash to prepayment of debt principal.
The table below summarizes MIC’s estimated cash available before debt reduction beginning with cash from operations and adjusted for certain dividend income and cash expenditures for the quarter and year ended December 31, 2008 as well as revised CADR for the nine months ended September 30, 2008.
Revised*
Year to Date Quarter
Ended
Year to Date
($ Millions) 31-Dec-08 31-Dec-08 30-Sep-08
Cash from operations $ 93.7 $ 18.6 $ 75.1
Working capital $ (8.7 ) $ (13.0 ) $ 4.3
Cash from operations adjustments $ 0.7 $ (1.8 ) $ 2.5
Cash from investing and financing activities $ 20.4 $ 15.8 $ 4.6
Estimated Cash Available for Distribution $ 106.1 $ 19.6 $ 86.5
* The revised estimated cash available for distribution for the third quarter reflects the impact of a request by the MIC board of directors for the Manager to take base management fees in cash rather than in stock in recognition of the potentially substantial dilution that would have resulted for existing shareholders. The Manager agreed to this request and the revised CADR reflects a decrease of $2.5 million compared with the $89.0 million reported at the end of the third quarter.
MIC reported consolidated cash from operating activities of $93.7 million for the full-year 2008. Cash from operating activities decreased by 3% compared with 2007.
Cash from operating activities is reduced by an $8.7 million change in net working capital and increased interest payments on higher debt balances. Working capital decreased as a result of lower accounts receivable stemming from lower fuel prices. CADR is adjusted for the changes in working capital since these effects are believed to be temporary.
Full year cash from operations is adjusted to include:
$2.6 million of pre-funded (equity) integration expenses incurred in connection with acquisitions concluded by the airport services business in 2007;
$1.3 million of cash from an escrow established by the seller as a part of the acquisition of the gas production and distribution business in 2006; and
$0.12 million of miscellaneous adjustments including for income taxes and minority interests.
Full year cash from operations is adjusted to exclude:
$1.7 million of deferred revenue associated with new customer contracts entered into by the district energy business; and
$1.6 million of reimbursed acquisition costs, recognized in cash from operations and subtracted in order to neutralize their impact on CADR.
Estimated CADR for the full year includes a net $20.4 million in cash from investing and financing activities. The addition includes the $26.7 million portion of the dividend from the bulk liquid storage terminal business that is recorded in cash from investing activities, and subtracts primarily net cash capital expenditures of $4.9 million and capital lease pay downs of $2.0 million. $10.9 million of debt service reserve releases were applied to maintenance capital expenditures in 2008.
OPERATING BUSINESSES
MIC reports EBITDA and contribution margin, both non-GAAP financial measures, as it considers them to be important indicators of the overall performance of both its operating businesses individually and in consolidation. The Company believes that EBITDA, net of non-cash and non-recurring items, also provides insight into the performance of its operating companies and their ability to generate cash. The reporting of contribution margin by the gas production and distribution business provides additional insight into the performance of that business excluding changes in fuel prices that typically are recovered in revenue.
Airport Services - Performance and Outlook
($000) 2008 2007 % Change 4Q’08 4Q’07 % Change
Revenue 716,302 534,336 34.1 137,270 187,215 (26.7 )
Gross Profit 342,002 276,656 23.6 76,761 90,143 (14.8 )
EBITDA* 82,586 108,944 (24.2 ) (24,883 ) 26,119 (195.3 )
* See attached tables for a reconciliation of EBITDA to net income.
The increase in gross profit in 2008 compared with 2007 reflects the contribution from sites acquired in 2007 and early 2008. Gross profit for the fourth quarter declined in 2008 compared with 2007 as a result of the reduced level of general aviation flight activity associated with the economic slowdown. Reported EBITDA was negatively affected by the non-cash write-down of intangible and long-lived assets.
General aviation jet aircraft flight movements at the business’ 68 airports decreased by slightly more than 9% during 2008 compared with 2007. Industry analysts estimate that full-year declines for all airports exceeded 12%. The relative out performance reflects the popularity of the destinations at which the business operates as well as their ability to handle larger jets.
The volume of general aviation jet fuel sold at existing sites declined by less than 9% in 2008 compared with 2007. The decrease in the volume of fuel sold year over year was attributed to the overall decline in business activity related to the slowing of the economy. The decline in the use of larger jets has been somewhat less significant than the decline in the use of smaller jets. Smaller jets consume less fuel per plane, on average, and the impact of fewer flight movements on fuel volume has been less than the reduction in total activity.
The volume of fuel sold is a function of the number of aircraft in service and the number of hours those aircraft are flown. According to industry sources, new turbine powered aircraft deliveries increased the size of the U.S. fleet by approximately 4% in 2008, net of a historically normal level of aircraft retirements. The FAA has previously forecast growth in the size of the domestic fleet of between 6% and 7% per year. Updated forecasts, including the number of hours flown, are expected to be published in March and are likely to include slower growth rates.
Margins on retail general aviation jet fuel sales increased year over year by 1.2% on same store (excludes acquisitions in the prior twelve months) basis and decreased by 1.5% on a total stores (includes acquisitions) basis. The declines reflect an increase in the proportion of fuel sales to base tenants who typically have agreements to buy fuel at a discount compared to transient aircraft. Total average margins including into-plane sales decreased 5% at same store sites and by 8% across all sites.
Continued growth in non-fuel revenue, including hangar rental and ramp fees, and substantial reductions in selling, general and administrative expenses, partially offset the decline in fuel volume and margin. SG&A expenses were reduced by an annualized $22.0 million primarily as a result of staffing reductions and savings realized in connection with the integration of acquired sites.
Excluding non-cash losses on changes in the value of derivative instruments in 2008 and 2007, and the non-cash intangible and long-lived assets write-down in the fourth quarter of 2008, EBITDA would have decreased by 11% at existing locations and increased by 13% for all locations.
The Company expects operating income generated by the airport services business will stabilize in 2009 at amounts consistent with the overall level of economic activity. The Company expects that the lower level of gross profit compared with prior years will be partially offset by reductions in operating costs and reduced loan interest. The reductions in loan interest will accelerate as cash flows are swept to the repayment of a portion of the business’ primary debt facility.
Bulk Liquid Storage Terminal Business - Performance and Outlook
($000) 2008 2007 % Change 4Q’08 4Q’07 % Change
Terminal Revenue 306,103 250,733 22.1 82,918 69,268 19.7
Terminal Gross Profit 151,103 115,007 31.4 41,979 31,759 32.2
EBITDA* 89,716 67,076 33.8 (6,221 ) 14,238 (143.7 )
* See attached tables for a reconciliation of EBITDA to net income.
The Company received a dividend of $7.0 million in the fourth quarter from its investment in the bulk liquid storage terminal business. MIC accrued the dividend at quarter-end and received the cash on January 23. As an owner of 50% of the business, MIC does not consolidate the financial results of the bulk liquid storage terminal business with those of its other businesses.
Terminal revenue increased for both the fourth quarter and full year compared with 2007. The increase was the result of higher average storage rates, and an increase in rented storage capacity resulting from completion of tank construction projects, including the Geismar Logistics Center. Terminal gross profit also increased for the quarter and full-year versus the prior comparable period.
Included in the business’ EBITDA and $16.2 million net loss for the quarter was a non-cash loss of $41.8 million on changes in the value of derivative instruments (interest rate hedges). The loss was the result of falling long-term interest rates during the quarter. Beginning in December the business applied hedge accounting to its interest rate derivatives. Volatility in reported earnings and EBITDA based on fluctuations in interest rates should decrease substantially in future periods.
Cash flow from operating activities in 2008 increased to $94.1 million from $91.4 million in 2007, supported by higher average storage rates and an increase in the total amount of storage under contract. Excluding the impact of non-cash gains and losses on derivatives in 2008 and 2007, EBITDA would have increased by 54% year over year and by 31% fourth quarter over fourth quarter.
The gross profit and EBITDA of the bulk liquid storage terminal business is expected to continue to improve as inflation escalators generate revenue growth from existing contracts and storage tanks currently under construction are commissioned. The business expects an additional 3.2 million barrels of storage currently under construction or conversion to be in brought into service in 2009 and early 2010.
As provided for in the shareholder agreement between MIC and the other shareholders, the business will pay MIC a variable dividend each quarter beginning with the first quarter in 2009. MIC may agree to reduce the amount of distributions it receives based on factors including the outlook for bulk liquid storage market conditions, the level of debt at the business and the availability of external sources of funding for growth capital projects.
Management of the business expects that maintenance capital expenditures in 2009 will be in a range of between $65.0 million and $67.0 million. The higher expense in 2009 reflects an increase in the number and size of tanks to be cleaned and inspected compared with 2008 and reflects the deferral of approximately $8.0 million of costs associated with tank cleaning and inspection expenses from 2008 into 2009, as well as repairs and upgrades to some infrastructure at the business’ Louisiana terminals.
Gas Production and Distribution Business - Performance and Outlook
($000) 2008 2007 % Change 4Q’08 4Q’07 % Change
Revenue 213,014 170,372 25.0 45,520 47,359 (3.9 )
Contribution Margin 65,532 61,093 7.3 16,433 16,018 2.6
EBITDA* 26,456 23,887 10.8 5,556 6,158 (9.8 )
* See attached tables for a reconciliation of contribution margin to revenue and EBITDA to net income.
The Company’s gas production and distribution business increased total contribution margin (revenue less cost of revenue, excluding production and transmission / distribution) in both the quarter and full year. The total volume of gas products sold by the utility and non-utility segments combined declined by a weighted average of 3.2% during 2008. The decline was driven primarily by reduced demand related to a decline in tourism in Hawaii in 2008 compared with 2007.
Revenue and contribution margin increases in both utility and non-utility operations were partially offset by higher input/product costs (feedstock and LPG) and higher operating expenses including the cost of transporting LPG between the islands of Hawaii.
Excluding non-cash gains and losses on derivative instruments in both 2008 and 2007, EBITDA would have increased by approximately 10% year over year and declined by approximately 10% fourth quarter over fourth quarter.
The rate of population growth and the level of tourism in Hawaii drive growth in gas product sales. The state government forecasts population growth of about 1% over the medium term. Tourist landings in 2008 declined by approximately 11% compared with 2007 according to the Hawaii State Department of Business, Economic Development & Tourism. The Department forecasts a further 2% decline in tourist landings in 2009.
In spite of the deterioration in the level of economic activity in Hawaii, the Company believes that the essential services nature and market leading position of its gas production and distribution business will enable it to continue to generate stable cash flows.
District Energy Business - Performance and Outlook
($000) 2008 2007 % Change 4Q’08 4Q’07 % Change
Revenue 48,045 49,506 (3.0 ) 9,328 10,215 (8.7 )
Gross Profit 16,394 16,386 NM** 2,861 3,095 (7.6 )
EBITDA* 18,459 1,420 NM** 3,324 3,608 (7.9 )
* See attached tables for a reconciliation of EBITDA to net income.
** Not meaningful
Revenue generated by the district energy business is a combination of capacity revenue based on the number of tons of cooling under contract, and consumption revenue based on demand for cooling. Capacity revenue grew with the step-up in inflation-linked rate escalators in 2008. A cooler 2008 compared with 2007 resulted in a decrease in consumption revenue and contributed to a slight decline in total revenue for the full year.
The Company expects continued stable performance from its district energy business, assuming a historically normal level of demand for cooling in Chicago in 2009.
Excluding the effect of the debt refinancing costs incurred in the third quarter of 2007, EBITDA would have declined by less than 4% year over year.
Airport Parking Business - Performance and Outlook
($000) 2008 2007 % Change 4Q’08 4Q’07 % Change
Revenue 74,692 77,180 (3.2 ) 17,691 18,892 (6.4 )
Gross Profit (Loss) (4,752 ) 17,663 (126.9 ) (15,423 ) 2,983 NM**
EBITDA* (128,264 ) 15,519 NM** (136,207 ) 3,166 NM**
* See attached tables for a reconciliation of EBITDA to net income.
** Not Meaningful
Lot utilization, as measured by the number of cars exiting the airport parking business’ facilities, declined 5.9% compared with 2007. Price rationalization in certain markets offset a portion of the volume decline resulting in a decrease in revenue of 3.2%.
The year over year decline in gross profit was partially offset by $1.2 million decrease in rent expense and related reversal of previously booked non-cash rent in excess of lease expenses resulting from the purchase in the first quarter of a previously leased property.
Full year selling, general and administrative costs were higher primarily as a result of costs incurred in connection with a state tax settlement, outsourcing certain activities and relocation of the head office.
Excluding unrealized gains on derivative instruments in both years and the impairment in 2008, EBITDA would have declined by 33%.
The airport parking business does not have sufficient liquidity or capital resources to pay its maturing debt obligations and, based on current results and market conditions, we do not expect that the airport parking business will be able to refinance its debt as it matures. MIC has no intention of contributing any further capital to this business other than potentially obligations that it has guaranteed. As a result, it is likely that this business will default on its obligations without substantial concessions from lenders and there is doubt regarding the business’ ability to continue as a going concern. The Company is in discussions with lenders and is pursuing strategic alternatives for the business including asset sales, restructuring or filing for protection under bankruptcy laws.
C
Macquarie Infrastructure Company Completes Sale of Airport Management Contracts
Date : 01/13/2009 @ 2:21PM
Source : Business Wire
Stock : Macquarie Infrastructure Company (MIC)
Quote : 2.37 -0.04 (-1.66%) @ 8:00PM
Free Macquarie Infrastructure Company Annual Company Report
Macquarie Infrastructure Company Completes Sale of Airport Management Contracts
Macquarie Infrastructure Company, through a wholly owned subsidiary, has completed a previously announced sale of its seven airport management contracts. The sale of the contracts to Aviation Facilities Company, Inc. (“AFCO”) closed on January 1st.
The sale is unrelated to and will have no impact on the Company’s network of fixed base operations (“FBOs”) managed under the Atlantic Aviation brand.
“The airport management contracts were a legacy of our original acquisition in the airport services business” said Peter Stokes, Chief Executive Officer of Macquarie Infrastructure Company. “This division has been managed separately from the FBOs and the sale facilitates a focus exclusively on the operation and development of our FBO business”.
The airport management contracts, operated under the AvPorts brand, collectively represented less than one half of one percent of revenue and EBITDA of MIC’s airport services segment.
MIC announced that it had entered into an agreement for sale of the management contracts in February of 2008.
Saks Incorporated Announces March Comparable Store Sales
Date : 04/09/2009 @ 8:30AM
Source : Business Wire
Stock : Saks Incorporated (SKS)
Quote : 4.98 0.68 (15.81%) @ 8:00PM
Saks Incorporated Announces March Comparable Store Sales
Retailer Saks Incorporated (NYSE: SKS) (the “Company”) today announced that owned sales totaled $209.4 million for the five weeks ended April 4, 2009 compared to $276.2 million for the five weeks ended April 5, 2008, a 24.2% decrease. Comparable store sales decreased 23.6% for the month.
On a year-to-date basis, for the two months ended April 4, 2009, owned sales totaled $376.4 million compared to $503.8 million for the two months ended April 5, 2008, a 25.3% decrease. Comparable store sales decreased 24.6% for the two month period.
The Saks Fifth Avenue stores experienced continued weakness across all merchandise categories. Saks Direct and OFF 5TH showed relative strength in March.
Saks Incorporated operates 53 Saks Fifth Avenue stores, 52 Saks OFF 5TH stores, and saks.com.
1st quarter layoffs:
Saks 01/15/2009 1,100 9%
Saks Sees Hope In Lower-Cost Products,Expanding Outlet Stores
Date : 04/01/2009 @ 12:49PM
Source : Dow Jones News
Stock : Saks Inc. (SKS)
Quote : 4.98 0.68 (15.81%) @ 8:00PM
Saks Sees Hope In Lower-Cost Products,Expanding Outlet Stores
By Karen Talley
Of DOW JONES NEWSWIRES
NEW YORK -(Dow Jones)- While still planning to retain its status as a luxury retailer, Saks Inc. (SKS) is rejiggering to sell a greater amount of less-costly name-brand merchandise, and evolving its outlets to be choice destinations, not just places to offload overstock from stores.
"In terms of the merchandizing mix, you're seeing an evolution of what the consumer wants," said Chief Executive Officer Stephen Sadove on Wednesday during a consumer conference sponsored by Telsey Advisory Group.
High net worth individuals like those who shop at Saks are very attuned to the way the stock market is acting because so much of their wealth is tied up in it.
"They don't feel good, because they don't know whether this market is going to go to 4000 (on the Dow Jones Industrial Average) or whether it's going to stay at 7500 and slowly grow from there," Sadove said.
But even after confidence begins returning, "there are going to be some mix changes," Sadove said. "You're going to be seeing a migration, not so much from a high brand name to a low brand name but within the brands" to lower-costing items in many cases.
Saks is doing its buying in anticipation of the shift and working with vendors to receive better margins on what it is purchasing, Sadove said.
The strategy is similar to the one being taken by fellow high-end merchandiser Nordstrom Inc. (JWN) as it, too, tries to bring in more lower-costing items within brands as a way of adjusting to its upper-end customers' changed shopping habits.
At the same time, with so many high-end boutiques closing, more exclusive merchandise should migrate Saks' way, Sadove said.
Saks is also seeing its Off 5th outlets performing "substaintially better than the full-line business" and the company wants to capitalize on the shift, Sadove said. "We are much more making product for the (outlet) channel as opposed to relying on the leftovers from either our stores or our vendors."
Saks operates 51 Off 5th outlets, with plans to open another three to five this year and projected 5% to 10% square footage growth each year over the next several years.
The outlets are "volume and profit movers," Sadove said.
Saks' goal is to be cash flow positive this year, Sadove said, in other words having more cash coming in than going out.
Additional efforts to help achieve the goal include taking a more local approach to its customer base, an initiative Macy's Inc. (M) has been touting as the key for its planned success.
Saks plans more private-label merchandise, where margins can be better. The measure will be more apparent on the men's side, "but we will always be a house of brands," Sadove said.
Saks is using more Web-based point-of-sale systems, which Sadove called "probably one of the most valuable tools in terms of touching the customer in a difficult environment."
Department managers are being told to pitch in more when it comes to selling alongside regular salespeople.
But progress may be slow, with sales remaining a major challenge.
Comparable-store sales are expected, on average, to show declines in the 20% area this year, Sadove said.
Saks' sees its gross margin declining in the first half of the year followed by "dramatic" improvement in the second half, because of all the margin slicing discounting it did during around the 2008 holiday season.
To achieve better margins, Saks has been cutting its inventory receipts. Capital expenditures are also going to be way down, to around $60 million from $130 million in 2008.
The retailer has been one of the hardest hit by the recession, swinging to a fiscal fourth-quarter loss on slumping sales and margins as its steep markdowns failed to stem the woes now hitting high-end chains.
Standard & Poor's Ratings Services recently lowered its credit ratings for Saks debt deeper into junk territory on expectations the company will be more challenged than expected during the recession.
But Sadove said Saks is responding to the changed environment.
"We are structuring the company assuming that the sales base will be lower," Sadove said. "We are not assuming that it's going to be 'V,' and that this thing is going to come right back to where it was. We are making adjustments where we believe that the world is changing."
Shares of Saks are up 4.3%, or 8 cents, to $1.95. The stocks has lost 85% of its value over the past year and trades close to its 52-week low of $1.50.
-By Karen Talley, Dow Jones Newswires; 201-938-5106; karen.talley@dowjones.com
Retail Stocks End 1Q With A Gain, But It Wasn't Easily Won
Date : 03/31/2009 @ 4:24PM
Source : Dow Jones News
Stock : Saks Inc. (SKS)
Quote : 4.98 0.68 (15.81%) @ 8:00PM
Retail Stocks End 1Q With A Gain, But It Wasn't Easily Won
By Karen Talley
Of DOW JONES NEWSWIRES
NEW YORK -(Dow Jones)- Retail stocks went through heavy discounting and markups during a rollicking first quarter that culminated with a buying surge that put the group in the green by March's end.
With the last session of the quarter just about over, the Standard & Poor's Retail Index is ahead 18% for the month and up 6.3% so far this year. With an advance of 0.7% to 282.37 on Tuesday, the index is on pace to show a gain for the final day of first-quarter trading, after starting the session to the downside.
A late-quarter surge followed improvement in same-store sales and a general market rally on some improved sentiment about a quicker recovery for banks and the general economy.
Retail stocks were fast out of the gate as 2009 began, rising 8% in the first three days of trading to close at 301.62 on Jan. 6. The surge was part of a 41% comeback after the group bottomed at 213.50 on Nov. 20 as the economy -- and retail sales -- dramatically deteriorated.
The bottom marked a 60% descent from the record high of 537.21 that the index reached on Feb. 20, 2007.
It was a broadly good month for retail shares, with all but nine of the S&P Retail Index's roughly 95 members rising.
In many cases percentage moves were expansive because the stocks came into the year at such depressed levels as investors fretted about retailers' futures.
Regional retailer Stein Mart Inc. (SMRT) led advancers in March, rising 146% to $2.95. Zale Corp. (ZLC), part of the hard-hit jewelry group, gained 63%. Charlotte Russe Holding Inc. (CHIC), which put itself up for sale, advanced 55% in March.
Saks (SKS), a struggler from last year, lost another 22% for the month, part of its 57% loss for the quarter. AnnTaylor Stores Inc. (ANN) dropped 18% in March and 6.6% for the first quarter. OfficeMax Inc. (OMX) fell 15% for the month and is now down 58% for the first three months of 2009.
-By Karen Talley, Dow Jones Newswires; 201-938-5106
Brunswick's Q1 2009 Earnings Call Scheduled
On Monday April 13, 2009, 10:01 am EDT
Buzz up! Print Related:Brunswick Corp.
LAKE FOREST, Ill., April 13 /PRNewswire-FirstCall/ -- Brunswick Corporation (NYSE: BC - News) will release its first quarter 2009 financial results on Thursday, April 30, 2009, before the market opens. The company will hold a conference call at 10 a.m. CDT that same day, hosted by Dustan E. McCoy, chairman and chief executive officer, Peter B. Hamilton, senior vice president and chief financial officer, and Bruce J. Byots, vice president - corporate and investor relations.
Related Quotes
Symbol Price Change
BC 4.97 +0.54
The call will be broadcast over the Internet at www.brunswick.com. To listen to the call, go to the Web site at least 15 minutes before the call to register, download and install any needed audio software.
Security analysts and investors wishing to participate via telephone should call (800) 857-1754 (passcode: Brunswick Q1). Callers outside of North America should call +1 (517) 308-9227 to be connected. These numbers can be accessed 15 minutes before the call begins, as well as during the call. A replay of the conference call will be available through midnight CDT Thursday, May 7, 2009, by calling (888) 445-8680 or (203) 369-3155. The replay will also be available at www.brunswick.com.
10Q Jan 2009
http://biz.yahoo.com/e/090120/bc10-q_a.html
Brunswick posts 4Q loss, warns on 2009 sales
Brunswick reports 4th-quarter loss as sales slump, warns of lower sales for 2009
On Thursday January 29, 2009, 11:37 am EST
Buzz up! Print Related:Brunswick Corp.
LAKE FOREST, Ill. (AP) -- Brunswick Corp. posted a fourth-quarter loss Thursday, as the boat maker's sales continued to slide amid decreased demand for big-ticket recreational items.
Related Quotes
Symbol Price Change
BC 4.97 +0.54
The company also cautioned of lower sales results for 2009, with bigger declines during the first half of the year as it deals with ongoing market volatility and expectations for a continued slowdown in retail demand for the first six months.
Brunswick's stock shed 37 cents, or 11.2 percent, to $2.93 in morning trading as the broader market fell amid fresh economic worries. Over the past year, the stock has traded in a range of $1.82 to $19.63.
Brunswick has been hampered as consumers have increasingly pulled back on their discretionary spending due to the ongoing housing slowdown, eroding credit, rising food costs and unemployment concerns.
Brunswick, which also makes exercise and bowling equipment, reported a loss of $66.3 million, or 75 cents per share, compared with a profit of $6.8 million, or 8 cents per share, a year ago.
Quarterly results included 34 cents per share in restructuring charges and 54 cents per share in non-cash tax charges, which was partially offset by a 56 cents-per-share gain related to a reversal of variable compensation accruals.
Sales slumped 42 percent to $837.7 million from $1.44 billion for the period ended Dec. 31.
Analysts polled by Thomson Reuters predicted a loss of 88 cents per share on revenue of $1.01 billion. Analysts' estimates typically exclude one-time items.
"The continued decline in global recreational marine markets experienced throughout the first nine months of the year increased during the fourth quarter of 2008," Chairman and Chief Executive Dustan E. McCoy said in a statement.
Fourth-quarter boat segment revenue plunged 54 percent to $293.7 million, while revenue for the marine engine division sagged 46 percent to $297.5 million.
Fitness segment revenue dropped 20 percent to $171.8 million, while bowling and billiards sales dipped 8 percent to $113.2 million.
For the year, Brunswick posted a loss of $788.1 million, or $8.93 per share, compared with a profit of $111.6 million, or $1.24 per share, in the previous year. Earnings from continuing operations in 2007 totaled $79.6 million, or 88 cents per share.
Annual sales dropped 17 percent to $4.71 billion from $5.67 billion.
Earlier this month Brunswick said it would cut up to 275 jobs and idle another 300 workers as it tries to cope with softening demand for its watercrafts. In November, the company said it would be closing a Maryland plant, which would result in the elimination of 115 jobs.
Your right!.........Companies in the private sector really have to work to keep their businesses running, and remain competitive and long hours can be expected. In order to get a payday and to be able to pay the bills the businesses have to work to generate revenues, and if the business is successful it will expand meet product demand. The more revenues the better the payday, and more employee's and better wages. If its not a success the banks typically won't loan more money.
In the public sector if the companies are operating in the red, running deficits out the ying yang, they elect to sell more stock to the public, if they can't pay themselves or their employee's they file an S-8, the employee's may only consist of themselves and their buddies, and sell stock to the public.................the paydays can be outrageous, into the millions, regardless if the company is failing, and has been for years. What is the incentive when the pay packages are a guarantee no matter the outcome?, some aren't the founders their just another employee...........There are more ways for them to get theirs than I can count on both hands, but so much of what goes on isn't transparent. What is really the kicker they may take this money and buy in to another company when selling stock in their own.
Stock options, bonuses, no one else in the lower tier ever gets no matter how people work their tiered butts off, and in some cases salaries to boot plus stock options, severance pkgs, golden parachutes, on an on. This is what most of its about, the more they can BS the public into buying their stock the bigger the payoffs. Its the root cause for failures, the root cause for most of the corruption.
The investors are "constantly bailing them out", it just didn't happen with this, in good times and bad. The reasons why they need to operate like those in the private sector having come public they should get an initial public offering, and if they need to do a 2nd no one in the company should be able to benefit directly. Every dime should have to go into the company, not into their pockets. Following this the shareholders should have a vote by proxy if any more stock selling is suggested as a public offering perhaps even in the 2nd, it should have been determined what they needed in the initial, but more times than not the 2nd one is to take care of them once they have their foot in the door.
When bowling was bowling :))
Companies History:
http://en.wikipedia.org/wiki/Brunswick_Corporation
Buy an insurance policy on someone, do it without telling them, then stage the accident, then collect.
http://alephblog.com/2009/01/29/rethinking-insurable-interest-redux/
The only problem here is that if its big enough there is a good chance of a police, and insurance investigation but they better have the money to pay in case it has to be paid.
In this case the Govt paid for parties at high end resorts, paid out bonuses, and when they were thru, both Parties Rep and Dem took theirs in Virginia, and this was followed up by the top Union Officials of the Auto makers in Miami. All high end resorts, that most working people could not afford for one night on a planned vacation. Not one of our elected official read the bailout prior to signing on to the largest bailout in history that was approved over whelmingly by both houses.............."Our Tax Dollars At Work"
This is a mouthfull - These so called insurance policies were sold fraudently. Regardless of the outcome should have never ever been legitimized. Instead of paying these the FBI should have been arresting people. Many of these bets were paid out to the Hedgefunds who purchased them in the non regulated, no oversight market that breeds non filers, and at its core is the most corrupted market that regulators allow to run amuck. Its been going on for ever. But yet the Govt has forced the taxpayer and retail investors to stand behind an industry that was churning out these insurance policies with no money to back them.
What else is ironic unlike the rest of us who may have lost money who have no other recourse but tax write offs, the people who invested with Madoff many very wealthy and living in Palm Beach Mansions will in fact get some of their money back thru the SEC using SIPC. The question here is where does this money come from?
CDS's may as well have carried a Quad Triple A Rating, A guarantee that stipulated that those who betted against the demise of a company would be rewarded, even for those who participated in its demise through short selling its stock.
The responsible parties like AIG who sold these insurance policies set up their own demise from not having the collateral to cover these bets that were purchased in the Over The Counter market, like a Gambler visiting his Bookie and betting the Odds.
Now the taxpayer is the on the "Hook", because our Elected Officials decided to listen to the likes of Henry Paulson, ex-Ceo of Goldman who was appointed by Bush, and on his way out the door, to turn over hundreds of billions to him with no oversight, and then sign on to a Bill that involved hundreds of millions in bonuses, and hundreds of billions in payouts to cover these bets, and not one Congressman elected to read what they were putting their signature to, instead some chose to sell their votes to get the earmarks they wanted.
The end is no where in sight.
What this money could do is give Dsup the capital to payback these bondholders thru a bankruptcy proceeding, and would give them plenty of liquidity to emerge from bankruptcy with the backing of GE. The company will need to gets its share price up to remain a senior, a status they don't want to lose, they may very well have a plan for this?
These bondholders are hedgefunds. There is obvious a problem with the company taking an alternative route than the one they've layed out. The company needs to regain some solid footing...........There are so many of the hedgies that they touch almost every senior company.
The reason for the increased volatility, today, and everyday its exasberated in the market creating huge swings in one direction or the other due to hedgies.
The BS we read or hear in the news for why this or that is happening can be taken with a grain of salt. "Like you said", there is more to this story. The person behind this story is what they've been told, and has no bearing on what may be the truth?
Stanfield to Spin Off Hedge Fund Group
by James Armstrong, Reporter May 18, 2007
Stanfield Capital Partners announced Tuesday it is separating its hedge fund strategies group as a new company.
Dubbed Solus Alternative Asset Management, the new hedge fund firm will remain under the leadership of Christopher Pucillo, a partner with Stanfield Capital. Terms of the transaction were not disclosed, but the deal is expected to close by the end of June.
In a statement, Dan Baldwin, chief executive officer of Stanfield, said the separation of the hedge fund business will allow Stanfield to focus on its core leveraged loan and structured products business. The hedge fund unit, which has been in operation for the past five years, will also be able to continue to grow and develop, he said.
The new ownership structure is designed to better align the interests of key investment professionals with those of investors. Other than that, there are no changes expected in the hedge fund group, as the current team will remain in place.
New York-based Stanfield Capital was founded in 1998. The firm currently has about $11.2 billion in assets under management.
E-trade has damaged itself, nothing new for Knight Capital, nor GS, and many of the others involved. E-trade may have a hard time recovering given their many clients are retailers, and serves them right. GS, Knight have been fined on more than one occassion, the question remains, why should they be able to get away with just a fine, without at least license suspensions?. Racketeering shouldn't be tolerated it just adds to what we've all been witness to. Knights former Ceo was in it up to his neck, but what Finra/Sec did was punish him and not the firm. Its kinda like punishing Madoff but allowing his brother and sons continue with their side of the business Madoff claimed to be legitimate. Like Berman and Russell.
Only if the MM allows it, the 504 takes priority, which consist of Berman and family, and friends, who are little more than his co-conspirators, we've discovered from his past that he sells the stock for those who want to make sure they get their money, an illegal practice. 14 brokers recently got fined, one included E-Trade for stacking the trades for their special clientele. Shouldn't come as no surprise to anyone who couldn't sell until the activity to the downside was over. Fines aren't sufficient, they should lose their license for stock manipulation and the loss of capital to retailers. This money should in fact find its way to those who lost money. The people Finra needs to really keep an eye on are the MM's. The SEC needs to investigate every 504 to learn where the money is going.
Ronald S. Saks
Chief Executive Officer
LMI Aerospace Inc.
Aerospace & Defense
In 2007, Ronald S. Saks raked in $379,676 in total compensation.*
4th Quarter and year end results for 2008
http://finance.yahoo.com/news/LMI-Aerospace-Announces-pz-14610755.html
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
GREENHUNTER ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
39530A 10 4
(CUSIP Number)
Robert J. Zahradnik
Southern Ute Indian Tribe
14933 Highway 172
Ignacio, Colorado 81137
with a copy to:
Reid A. Godbolt
Jones & Keller, P.C.
1625 Broadway, Sixteenth Floor
Denver, Colorado 80202
(970) 563-5003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
--------------------------------------------------------------------------------
CUSIP No.
39530A 10 4
1 NAMES OF REPORTING PERSONS:
Southern Ute Indian Tribe
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
(a) o
(b) o
3 SEC USE ONLY:
4 SOURCE OF FUNDS (See Instructions):
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Federally recognized Indian Tribe organized under the Indian Reorganization Act of 1934.
7 SOLE VOTING POWER:
NUMBER OF 1,908,334 (1)
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON 1,908,334 (1)
WITH 10 SHARED DISPOSITIVE POWER:
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,908,334 (1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions):
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.1% (1) (2)
14 TYPE OF REPORTING PERSON (See Instructions):
00 (3)
(1) Includes 1,250,000 shares of common stock directly owned by the Reporting Person, 625,000 shares of common stock issuable upon exercise of a Warrant dated December 10, 2007, which Warrant is exercisable in full as of the date hereof through and including December 10, 2010 and 33,334 shares of common stock that have already vested pursuant to the Option issued to Mr. Zahradnik and the economic interest subsequently transferred to the Reporting Person.
(2) Using the number in Item 11 divided by the number of outstanding shares of common stock as of a November 7, 2008 (20,944,440).
(3) The Reporting Person is a Federally recognized Indian Tribe organized under the Indian Reorganization Act of 1934.
--------------------------------------------------------------------------------
This Amendment No. 2 (the “Amendment”) to Schedule 13D is being filed to disclose that Robert J. Zahradnik, Manager of GFMC, LLC, has resigned from the Board of Directors of the Issuer. This Schedule 13D is hereby amended and restated in its entirety to reflect the foregoing as further set forth below.
Item 1. Security and Issuer
This Statement relates to the common stock, par value $0.001 per share (“Common Stock”), of GreenHunter Energy, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1048 Texan Trail, Grapevine, Texas 76051.
Item 2. Identity and Background
(a) — (c), (f)
This Statement is filed on behalf of the Southern Ute Indian Tribe (the “Tribe”). The Tribe holds the Common Stock in the name of its 100% owned subsidiary, Southern Ute Alternative Energy, LLC, a Colorado limited liability company (“SUAE”). The sole manager of SUAE is GFMC, LLC, a Colorado limited liability company wholly owned by the Tribe.
The Tribe is a Federally recognized Indian Tribe organized under the Indian Reorganization Act of 1934. From time to time the Tribe engages in various investment activities through SUAE. The address of the principal business and principal office of the Tribe is 14933 Highway 172, Ignacio, Colorado 81137. The address of the principal business and principal office of SUAE is 14933 Highway 172, Ignacio, Colorado 81137. The address of the principal business and principal office of GFMC, LLC is 14933 Highway 172, Ignacio, Colorado 81137.
The Tribe is governed by a Tribal Council consisting of seven members. The members of the Tribal Council, its other executive officers and the managers of GFMC, LLC are listed below. The positions held and duties performed by each person listed below represent such person’s principal occupation and employment. The principal business address for each Tribal Council member and each Manager of GFMC, LLC is 14933 Highway 172, Ignacio, Colorado 81137. Each person is a citizen of the United States of America.
Tribal Council Members, Executive Officers of the Tribe and Managers of GFMC, LLC
Clement Frost Chairman
Matthew Box Council Member
Michelle Olguin Vice Chairperson and Council Member
Jim Newton Council Member
Steven R. Herrera Council Member and Manager of GFMC, LLC
John Washington Council Member
Ramona Eagle Council Member, Treasurer and Manager of GFMC, LLC
Brian Zink Chief Financial Officer
Byron Red Executive Officer
Robert J. Zahradnik Manager of GFMC, LLC
Bruce Valdez Manager of GFMC, LLC
Thomas C. Arland (d) — (e) Manager of GFMC, LLC
During the last five years, neither the Tribe, SUAE nor, to the best of the Tribe’s knowledge, any of its respective Tribal Council members, its executive officers or the managers of GFMC, LLC (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
--------------------------------------------------------------------------------
laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the close of business on March 17, 2009, the Tribe owned beneficially in the aggregate 1,250,000 shares of Common Stock (the “Shares”) and a warrant to purchase an additional 625,000 shares of Common Stock at $18.00 per share (the “Warrant”), exercisable in full on the date of issuance and which expires on December 10, 2010. The Shares and the Warrant were purchased for an aggregate total consideration of $15,000,000, which was obtained from funds reserved for investments on behalf of the Tribe. Also, as of such date, the Tribe beneficially owned an option (the “Option”) to purchase 100,000 shares of Common Stock exercisable as follows: 33,334 shares vested on December 13, 2008; 33,333 shares vest on December 13, 2009; and 33,333 shares vest on December 13, 2010. This option was granted to Mr. Zahradnik when he was elected to the Board of Directors of the Company. The economic benefit to the Option was transferred to the Tribe from Mr.
Zahradnik effective March 24, 2008 for no consideration.
Item 4. Purpose of Transaction
The Shares, the Warrant and the economic benefit to the Option were acquired for investment purposes. Based on continuing evaluation of the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant, additional shares of Common Stock or other securities of the Issuer may be acquired in the open market or in privately negotiated transactions, or some or all of the shares of the Issuer’s Common Stock or other securities may be sold by the Tribe. Except as set forth elsewhere in this Statement, the Tribe has made no proposals and has entered into no agreements which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing review of investment alternatives, the Tribe may consider further investment opportunities with the Issuer, its management or its Board of Directors or other stockholders of the Issuer. There can be no assurance that any proposal of the type described above will be made, or if made, that a transaction will be consummated. The Tribe may from time to time review or reconsider its position with respect to any of the foregoing matters and reserves the right to change its plans and intentions.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Statement, the Tribe beneficially owns 1,908,334 shares of Common Stock (approximately 9.1% of the Common Stock), 1,250,000 of which are issued and outstanding, 625,000 of which the Tribe has the right to acquire upon exercise of the Warrant and 33,334 of which the Tribe has the right to acquire upon exercise of the portion of the Option that has already vested.
(b) The Tribe has the sole power to vote and dispose of 1,250,000 shares of Common Stock, upon the exercise of the Warrant 625,000 shares of Common Stock and upon exercise of the vested portion of the Option 33,334 shares of Common Stock.
(c) Except for the transactions described herein, neither the Tribe nor SUAE and to the best of their knowledge, none of the Tribe’s respective council members or officers or the managers of GFMC, LLC, has effected transactions involving the Common Stock during the last 60 days.
(d) On December 13, 2007, the Board of Directors of the Issuer granted Robert J. Zahradnik the Option, the economic benefit to which was subsequently transferred by Mr. Zahradnik for no consideration to the Tribe effective March 24, 2008. Robert J. Zahradnik has a contractual right to 2% of the net proceeds, if any, of the Tribe’s interest in the Shares and Warrant in exchange for payment by him of 2% of the Tribe’s acquisition cost of such securities. He has exercised his right to pay the 2% acquisition cost of the Shares of the Tribe reported hereunder. He does not have the power or right to vote or dispose of such securities.
(e) Not applicable.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The Tribe and the Issuer entered into a Subscription Agreement (the “Subscription Agreement”) on December 10, 2007. The Subscription Agreement provides that the Tribe may transfer its securities of the Issuer, subject to compliance with the federal and any applicable state securities laws.
Additionally, the Subscription Agreement, among other things, provides:
• that one member of the Board of Directors of the Issuer may be elected by the Tribe so long as the Tribe holds five percent or more of the Issuer’s Common Stock; and
• that the Tribe has not entered into an agreement whereby brokerage or finder’s fees or commissions are or will be payable by the Issuer to any broker or other person with respect to the acquisition of the Shares.
Pursuant to the Subscription Agreement, Robert J. Zahradnik, Manager of GFMC, LLC, was appointed to the Board of Directors of the Issuer. Subsequently, on December 13, 2007, the Issuer granted Mr.
Zahradnik the Option. The economic benefit to the Option was subsequently transferred by Mr.
Zahradnik for no consideration to the Tribe effective March 24, 2008. The Option vests as follows: 33,334 shares of Common Stock vest on December 13, 2008; 33,333 shares of Common Stock vest on December 13, 2009; and 33,333 shares of Common Stock vest on December 13, 2010.
In conjunction with the Subscription Agreement, the Issuer and the Tribe entered into a Warrant to Purchase Common Stock, dated December 10, 2007 (the “Warrant Agreement”). The Warrant Agreement provides that the Tribe may purchase up to 625,000 shares of Common Stock at an exercise price of $18.00 per share, subject to adjustment as provided in the Warrant Agreement, and which was exercisable in full the date of issuance through and including December 10, 2010. Additionally, the Warrant Agreement, among other things, provides:
• the Warrant Agreement may be sold, transferred or assigned, subject to compliance with the federal and any applicable state securities laws; and
• the Issuer may require the holder of the Warrant to exercise the Warrant if two years have elapsed since the issuance of the Warrant Agreement and the 10-day average price per share of the Common Stock, as quoted by the market, is greater than or equal to $24.00, subject to adjustment for splits and recapitalization.
The Warrant is held in the name of SUAE.
Robert J. Zahradnik has a contractual right to 2% of the net proceeds, if any, of the Tribe’s interest in the Shares and Warrant in exchange for payment by him of 2% of the Tribe’s acquisition cost of such securities. As of the date of this Amended Schedule 13D he had exercised his right to pay the 2% acquisition cost of the Shares of the Tribe reported hereunder. He does not have the power or right to vote or dispose of such securities.
Item 7. Material to be Filed as Exhibits
Filed herewith are the following:
Exhibit No.
Description of Exhibit
A.
Form of Subscription Agreement by and between GreenHunter Energy, Inc. and the Southern Ute Indian Tribe, dated December 10, 2007.
(1)
--------------------------------------------------------------------------------
Exhibit No.
Description of Exhibit
B.
Form of Warrant to Purchase Common Stock by and between GreenHunter Energy, Inc.
and the Southern Ute Indian Tribe, dated December 10, 2007.
(1)
C.
Associate Stock Option Agreement by and between GreenHunter Energy, Inc. and Robert J. Zahradnik, dated December 13, 2007.
(1)
(1) Filed on or about March 27, 2008 with the original filing of this Schedule 13D.
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 14, 2009
Southern Ute Indian Tribe
By: /s/ Robert J. Zahradnik
Robert J. Zahradnik
Title: Manager, GFMC, LLC
--------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit No.
A.
Form of Subscription Agreement by and between GreenHunter Energy, Inc. and the Southern Ute Indian Tribe, dated December 10, 2007.
(1)
B.
Form of Warrant to Purchase Common Stock by and between GreenHunter Energy, Inc.
and the Southern Ute Indian Tribe, dated December 10, 2007.
(1)
C.
Associate Stock Option Agreement by and between GreenHunter Energy, Inc. and Robert J. Zahradnik, dated December 13, 2007.
(1)
(1) Filed on or about March 27, 2008 with the original filing of this Schedule 13D.
Bondholders Object To Dayton Superior's $165 Million Loan
By Jacqueline Palank
Of DOW JONES DAILY BANKRUPTCY REVIEW
A group of Dayton Superior Corp. (DSUP) bondholders is objecting to the company's proposed $165 million bankruptcy loan from General Electric Capital Corp. because they're offering to provide a "superior" financing package.
According to the group, which together holds more than 60% of Dayton Superior's outstanding bond debt, Dayton Superior is wrongly proceeding with a financing package that's "unfair" to its creditors despite the group's efforts to assist the company with its restructuring.
That includes an offer to provide a better debtor-in-possession, or DIP, loan to fund the company's operations as it restructures, the bondholders added.
"The bondholders' DIP proposal actually offers more favorable economic terms than the GE DIP for which the debtor seeks approval," they said in court papers Monday. "The bondholders' DIP proposal is superior to the GE DIP proposal in every material respect."
Specifically, bondholders OCM Principal Opportunities Fund IV LP, Whippoorwill Associates and Solus Alternative Asset Management take issue with the fact that the proposed DIP loan "rolls up" Dayton Superior's $111 million in existing debt on a pre-bankruptcy loan from GE Capital into the $165 million DIP loan.
According to the bondholders, who hold $100 million of the $161.5 million in outstanding 13% senior subordinated notes due 2009, such a roll-up is "unnecessary" because they're offering to provide an alternative financing package without any roll-ups.
They also warned that the roll-up will elevate GE Capital's $160 million-plus claim to a high priority, forcing Dayton Superior to confront a hefty claim that must be in paid in full before it may exit bankruptcy protection.
"The roll-up is also likely to hinder the debtor's eventual emergence from bankruptcy as the debtor will face the hurdle of repaying $160 million directly to GE prior to any exit from Chapter 11," the bondholders said.
The $55 million DIP loan the bondholders are offering, they say, not only lacks a roll-up but also provides increased liquidity, lower pricing, greater flexibility for Dayton Superior's exit from Chapter 11 protection and more flexible covenants.
The bondholders' loan wouldn't put their liens at a higher priority than Dayton Superior's existing secured lenders, they said, and the loan plan already has the support of the lenders who provided the company's $100 million pre-bankruptcy term loan.
Those lenders - DK Acquisition Partners LP and Silver Point Capital LP - expressed their support for the bondholders' loan on Tuesday when they filed their own objection to the GE Capital financing proposal. They say the bondholders' loan provides the same amount of money while presenting fewer obstacles.
"It commits the same $55 million of new money to fund the debtor's operations, with fewer conditions on, and more flexibility with respect to, availability of these funds than under the GE DIP proposal," they said.
What's more, they added, is that the 7.5% interest rate on the bondholders' loan is about half of GE Capital's 15.25% interest rate.
At a hearing Tuesday, the U.S. Bankruptcy Court in Wilmington, Del., was slated to consider allowing Dayton Superior to draw on a portion of the loan.
The Dayton, Ohio, company filed for Chapter 11 protection on Sunday.
(Dow Jones Daily Bankruptcy Review covers news about distressed companies and those under bankruptcy protection.)
-By Jacqueline Palank, Dow Jones Daily Bankruptcy Review; 202-862-6615; jacqueline.palank@dowjones.com
NATIONAL COAL CORP.
8915 George William Road
Knoxville, Tennessee 37923
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 28, 2009
GENERAL INFORMATION AND VOTING RIGHTS
This proxy statement (the Proxy Statement) and the enclosed proxy are furnished in connection with the solicitation of proxies by the Board of Directors of National Coal Corp., a Florida corporation, for use at the 2009 Annual Meeting of Shareholders (the Annual Meeting) to be held at the Hyatt Regency DFW, International Parkway, DFW Airport, Dallas, TX 75261, Dallas, TX on Thursday, May 28, 2009 at 10:00 a.m. Central Daylight Time, and any adjournments or postponements thereof. Enclosed with this Proxy Statement is a copy of our Annual Report, which includes our Form 10-K (without exhibits), for the fiscal year ended December 31, 2008. However, the Annual Report is not intended be a part of this Proxy Statement or a solicitation of proxies. We anticipate that the Proxy Statement and enclosed proxy will first be mailed or given to our shareholders on or about April 30, 2009.
Your vote is important. If your shares are registered in your name, you are a shareholder of record. If your shares are in the name of your broker or bank, your shares are held in street name. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting even if you cannot attend. All shareholders can vote by written proxy card. Your submitting the enclosed proxy will not limit your right to vote at the Annual Meeting if you later decide to attend in person. If your shares are held in street name, you must obtain a proxy, executed in your favor, from the holder of record in order to be able to vote at the meeting. If you are a shareholder of record, you may revoke your proxy at any time before the meeting either by filing with the Corporate Secretary of National Coal, at our principal executive offices, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and expressing a desire to vote your shares in person. All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors.
Only holders of record of our common stock at the close of business on April 17, 2009 will be entitled to vote at the Annual Meeting on the proposals described in this Proxy Statement. On the record date, there were 34,184,824 shares of common stock outstanding. Each holder of record is entitled to one vote for each share of common stock on all matters to come before the meeting.
Shareholders may not cumulate votes in the election of directors.
If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the nominees of the Board of Directors, the persons named as proxies and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not know of any other matter to be raised at the Annual Meeting.
The five nominees for election as directors who receive the most votes “for” election will be elected.
--------------------------------------------------------------------------------
The presence, in person or by proxy, of a majority of the votes entitled to be cast by the shareholders entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be included in the number of shares present at the Annual Meeting for determining the presence of a quorum. Abstentions will be counted toward the tabulation of votes cast on proposals submitted to shareholders and will have the same effect as negative votes, while broker non-votes on a proposal are not counted or deemed present or represented for determining whether shareholders have approved that proposal. Broker non-votes occur when a broker holding customer securities in street name has not received voting instructions from the customer on certain “non-routine” matters, and, therefore, is barred by the rules of the applicable securities exchange from exercising discretionary authority to vote those securities. Brokers may vote their clients’ shares on routine matters, such as the election of directors.
2
--------------------------------------------------------------------------------
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Bylaws and Articles of Incorporation provide that the number of members on our Board of Directors shall be fixed from time to time exclusively by the Board of Directors, but shall not be less than one (1) nor more than fifteen (15). The number of members comprising our Board of Directors currently is fixed at five.
At the recommendation of the Nominating and Governance Committee, the Board of Directors proposes the election of the following nominees as directors:
Robert Heinlein
Gerald Malys
Daniel Roling
Kenneth Scott
Marc Solochek
Each of the directors elected at the Annual Meeting will serve until the Annual Meeting of Shareholders to be held in 2010 or until such director’s successor has been duly elected and qualified or until such director has otherwise ceased to serve as a director.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for such other nominee(s) as shall be designated by the then current Board of Directors to fill any vacancy. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director.
The principal occupation and certain other information about the nominees and our executive officers are set forth on the following pages.
The Board of Directors and Nominating and Governance Committee Unanimously
Recommend a Vote “FOR” the Election of the Nominees Listed Above.
3
--------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to existing directors, nominees, and executive officers of National Coal Corp. as of April 23, 2009. All of the nominees currently are directors of National Coal.
Name Age Position with National Coal
Directors and Nominees:
Robert Heinlein
Gerald Malys
Daniel Roling
Kenneth Scott
Marc Solochek
Other Executive Officers:
Michael R. Castle
Scott Deppe
William Snodgrass
45
64
59
66
63
49
55
45
Director
Director
President, Chief Executive Officer and Director
Chairman of the Board
Director
Senior Vice President, Chief Financial Officer
Senior Vice President of National Coal of Alabama, Inc.
Chief Operating Officer and Senior Vice President of Business Development
Board of Directors and Nominees
Robert Heinlein has served as a director since April 1, 2005. Since 2003 Mr. Heinlein has worked as a business consultant with respect to Sarbanes-Oxley regulations. From August 2000 through 2003, Mr. Heinlein was a private investor. From June 1994 through August 2000, Mr. Heinlein served in various management positions with Boca Research, Inc., including as Vice President of Finance and Chief Financial Officer from August 1999 to August 2000 and as Vice President, Corporate Comptroller and Treasurer from July 1998 to August 1999. Mr. Heinlein is a Certified Public Accountant. Mr. Heinlein has a Bachelor’s and Master’s degree in accounting from Florida Atlantic University.
Gerald Malys has served as a director since November 2006. During April 2009, Mr. Malys serves as the Senior Vice President of Golden Minerals Company, and will retire from that position at the end of April. Mr. Malys was Senior Vice President, Finance and Chief Financial Officer of Apex Silver Mines Limited, a position he held from June 2006 through March 2009. Mr. Malys was a private investor from 1999 to June 2006. Prior to this position, Mr. Malys was employed in positions of increasing authority by Cyprus Amax Minerals Company from 1985 to 1999. He served as a director of Amax Gold Inc. from 1993 to 1998 and of Kinross Gold Corporation from 1998 to 1999. Mr. Malys has a Bachelor of Science degree in accounting from Gannon University, is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Daniel Roling is President and Chief Executive Officer of National Coal Corp., positions he has held since February 2007 and August 2006, respectively. Prior to joining the Company, Mr. Roling served as a financial analyst in the metals and mining industries for more than 25 years. He joined Merrill Lynch in 1981, and was ranked on both the Institutional Investor’s All-American Research Team and the Greenwich Associates’ poll. Mr. Roling is also a long standing member of the National Coal Council. He holds a bachelor’s degree in accounting from the University of Iowa and an MBA from the University of Kansas. He is a certified public accountant (CPA) a Chartered Financial Analyst (CFA) and a member of the American Institute of Certified Public Accountants.
4
--------------------------------------------------------------------------------
Kenneth Scott has served as a director since April 1, 2005, and as Chairman of the Board since June 25, 2007. Mr. Scott has been a Partner with Colonnade Strategies, LLC a business consulting firm, since 2002. Prior to joining Colonnade Strategies, LLC, Mr. Scott was the Executive Vice President for Europe and Vice President, Energy Industry, for Perot Systems Corporation, which provides technology-based business solutions to help organizations worldwide control costs and cultivate growth. Mr. Scott worked for Perot Systems Corporation from 1998 through 2002.
Marc Solochek has served as a director since March 1, 2009. Mr. Solochek is the Chief Financial Officer and Chief Executive Officer of Medical Information Systems Technology, LLC, a developer and marketer of medical software and associated hardware, and the Chief Financial Officer of Strictly Business Computer Systems, Inc., a software company, positions he has held since August 2006, and was previously a consultant to SBCS from November 2004 through July 2006. Mr. Solochek also served as the Executive Vice President and Chief Financial Officer of Vulcan Capital Management, LLC, a private equity firm, from November 2003 until February 2008. From November 2004 to May 2006, Mr. Solochek served as the Chairman of the Board of Managers of The Elk Horn Coal Company, LLC. In the past, Mr. Solochek also provided financial consulting services to the mining industry and has previously served as an officer for other coal companies. He holds a bachelor’s degree in business administrative and a juris doctorate from the University of Wisconsin.
Other Executive Officers
Michael R. Castle has served as our Senior Vice President and Chief Financial Officer since December 2007, and serves as our principal financial and accounting officer. From 1999 until joining us, Mr. Castle was in professional practice specializing in management advisory and consulting services. In his practice he offered various financial and operational skill sets designed to help companies grow, acquire, or sell coal mining and natural gas properties throughout the Kentucky, West Virginia, Ohio, Tennessee and Virginia region. He also provided income tax planning and compliance services for coal mining and coal industry related businesses. From 1991 to 1999, Mr. Castle served as Vice President, Chief Financial Officer of Quaker Coal Company, Inc., a 12-million ton per year Kentucky-based coal mining company with over 1,000 employees. Mr. Castle is a Certified Public Accountant and received a B.S. degree in Accounting from the University of Kentucky.
Scott Deppe has served as the Senior Vice President of National Coal of Alabama, Inc. since January 2009. Prior to joining us, Mr. Deppe served as Vice President, Chief Operating Officer and Director at Clearwater Natural Resources, LLC based in Leburn, KY. In 2004, before his service at Clearwater, he served as Vice President of Colombian Operations at Drummond Company, LTD. in Colombia, South America, and from 1996 to 2004, he held the position of Vice President and General Manager at Triton Coal Company LLC in Gillette, WY.
William Snodgrass has served as our Chief Operating Officer since August 2007, and as our Senior Vice President of Business Development since March 2007. Mr. Snodgrass served as our Operations Manager from July 2003 until March 2006, and as our Chief Operating Officer from May 2006 until March 2007. Mr. Snodgrass also served as our consultant from February 2003 to July 2003.
Prior to joining us, Mr. Snodgrass served as superintendent and area manager for Tennessee Mining, Inc., a subsidiary of Addington Enterprises, Inc., one of the largest coal companies in the nation, a position he held from 1994 until February 2003. Mr. Snodgrass has extensive knowledge and expertise in the coal mining industry and has been involved in numerous mining projects in the Kentucky and Tennessee areas. Mr. Snodgrass has over 20 years of experience in the coal industry.
An older article but still interesting. The writing was on the wall even then. This was a train running full speed without any brakes, and what FRE couldn't do other mortgage lenders could and would. The House of Cards by David Faber illustrated how the bankers, and Wall Street Firms, to include Mutual Funds like Washington Mutual took on the kind of risk that put not only their buisinesses at risk gambling, but investors capital for profit was mind boggling. The more speculated profit the higher their compensation pkgs & bonuses. Its hard to imagine that the US taxpayer is now the reponsible party to repair the damage that most of these individuals involved made millions, tens and hundreds of millions, and even billons manipulating the market, even some operating hedge funds, like GS, and Aig's department who sold insurance (CDS's) who had no collaterol to back them to the tune of $440bn.
ALAN ZIBEL
The Associated Press
Thursday, August 30, 2007; 4:28 PM
WASHINGTON -- Freddie Mac, the nation's No. 2 buyer and backer of home mortgages, set aside more than $300 million in the second quarter to account for bad loans, contributing to a 45 percent drop in profit.
The company is seen as source of housing market stability, along with its larger government-sponsored sibling Fannie Mae. Nevertheless, McLean, Va.-based Freddie Mac said on Thursday it recorded the provision for credit losses in the quarter due to problems with loans originated this year and last year.
Richard Syron, chairman and CEO of Freddie Mac, talks about the sub-prime lending crisis and its effect on the housing market during an address entitled "Strategies to Keep People in Their Homes" at the Housing Boston 2012 conference in Boston in this April 27, 2007 file photo. Freddie Mac, the nation's second-largest buyer and guarantor of home mortgages, said Thursday, Aug. 30, 2007 its second-quarter profit fell 45 percent as it had to record larger provisions on its books for bad loans. (AP Photo/Stephan Savoia, file) (Stephan Savoia - AP)
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It comes amid a deepening mortgage crisis nationwide that has bankrupted more than 50 lenders, many of which catered to borrowers with weak, or subprime, credit.
Shares in Freddie Mac closed down 5 percent at $60.07 on the news.
Freddie Mac said it is seeing higher delinquency rates on the East and West Coasts, and not just in areas of the Midwest with high rates of unemployment.
"For anybody who thinks the housing issues are confined to subprime (mortgages), that's clearly not the case," said Frederick Cannon, an analyst with Keefe, Bruyette & Woods.
Freddie Mac said losses from defaulted mortgages, while still a tiny portion of the company's mortgage portfolio, rose to 0.02 percent in the second quarter, and are expected to keep rising into next year. While those losses are worsening, they are still below average for the company, Chief Financial Officer Buddy Piszel said in an interview.
"Given the credit environment, we think we performed reasonably well," he said.
The government-sponsored company, which is returning to normalcy after an accounting scandal four years ago, makes money from interest payments on mortgages it holds on its books, and fees from insuring mortgages sold to investors.
It earned $764 million, or $1.02 per share, for the three months ended June 30. That contrasted with profit of $1.4 billion, or $1.93 a share, a year ago.
Revenue rose 4.8 percent to $2.26 billion from $2.15 billion in the quarter a year ago. The earnings results missed Wall Street expectations, with analysts surveyed by Thomson Financial expecting a profit of $1.16 per share on revenue of $1.69 billion for the quarter.
Freddie Mac and Fannie Mae were created by Congress to pump money into the $8 trillion home-mortgage market by buying home loans from banks and other lenders and bundling them into securities for sale to investors. Combined, Fannie and Freddie finance or guarantee about two-thirds of all U.S. home mortgages.
Democrats in Congress want to raise the individual limit for home mortgages that Fannie and Freddie are allowed to buy as a way to help stabilize the troubled mortgage market.
It is now at $417,000, well below the median home price in more expensive areas. This month, rates on mortgages that cannot be sold to Fannie and Freddie have soared, as lenders have demanded a premium for all but the safest mortgages.
Earlier this month, the companies' federal regulator rejected requests to ease the caps on mortgage loans or mortgage securities they can hold in their portfolios. Fannie and Freddie say doing so would help ease the market's troubles.
Chief Executive Richard Syron said the company is in "continuous discussions" with the regulator, the Office of Federal Housing Enterprise Oversight, about the caps.
The report was only Freddie Mac's second regular filing of a quarterly report in five years.
The company disclosed in mid-2003 that it had misstated earnings by some $5 billion, and top executives were ousted. Freddie Mac paid a then-record $125 million civil fine in 2003 in a settlement with federal regulators.
The company expects to file its financial reports within 45 days of the quarter's end by mid-2008.
In David Kellermans case he lived a pretty lavish life style as most of the insiders do. His life was tied money. He probably lost a fortune in Freddies stock, not to mention his loss in compensation, severance etc. Although I agree that he could have quit, sold his home if possible, and tailored his life to fit the reality that many Americans are facing, but money is the driving force for many if not most of these insiders, they eat, drink, and breath the millions they expect to be there, and to keep being there year after year. When the boat gets a hole in it and begins to sink and puts in jeopardy what possesses them, it makes them who they are, and thus devastates them to the point of nothing else to live for.
Fuld of Lehmans sold his $8 million home to his wife for $1.00 to protect it from lawsuits. The guy is a billionaire, but the greed is so profound in so many of these peoples lifes that it grows to consume them.............with Kellerman, he doing this may have protected his home, thru mortgage insurance and vehicle insurance and his additional insurance policies would pay his wife. The man was only 41 years old, just how depressed could one be at 41?........if this would have never happened to Freddie its unlikely that he would have chosen this route. He will never know now what doors may have opened for him?. Stress plays a role in everyones life, this is no exuse to end one life, nor the loss of money and things.
Then there is the others like Fuld, like Madoff that should be hung, wrapped in chains, then tossed off highest building in Time Square...........for them, Greed knows no bound for they lack a conscience, for they are deserving, and Washington and Wall Street has created this yellow brick rope to riches beyond imaginings, the result, 1% of the population owns 33% of all the wealth, more than 90% of Americans wealth combined.
This S-3 will be a snag. The selling of 15mil shares for $58mil is alot to extract from shareholders, it will have a negative impact going foward on this stock.
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered Amount to be Registered Proposed Maximum Offering Price (1) Amount Of Registration Fee
Common Stock, par value $0.001 per share 15,000,000 $ 59,250,000 $ 3,306.15
Common Stock
________________________________________
From time to time, we may offer up to 15,000,000 shares of our common stock, par value $0.001 per share, at a per share price to be determined at the actual time sales are consummated. We will provide the specific terms of any offering(s) in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement, as well as any documents incorporated by reference, before purchasing any of the securities being offered.
Our common stock is listed on the NYSE Amex stock exchange under the symbol “NOG.” On March 27, 2009, the last reported sale price of our common stock on NYSE Amex was $3.95 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE MAKING ANY INVESTMENT IN OUR SECURITIES, YOU SHOULD READ AND CAREFULLY CONSIDER RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND UNDER SIMILAR HEADINGS IN OUR SUBSEQUENTLY FILED QUARTERLY REPORTS ON FORM 10-Q AND ANNUAL REPORTS ON FORM 10-K, AS WELL AS THE OTHER RISKS AND UNCERTAINTIES DESCRIBED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE .
National Coal Corp. Reports Fourth Quarter and Year End 2008 Results
Date : 03/29/2009 @ 10:38PM
Source : Business Wire
Stock : National Coal Corp. (NCOC)
Quote : 1.15 0.0 (0.00%) @ 7:40AM
National Coal Corp. Reports Fourth Quarter and Year End 2008 Results
National Coal Corp. (Nasdaq: NCOC), a Central and Southern Appalachian coal producer, reports that for the year ended December 31, 2008, it achieved total revenues of $132.6 million based primarily on the sale of 2.0 million tons of coal. In the same prior year period, National Coal generated revenues of $92.8 million based primarily on the sale of 1.8 million tons of coal.
For the three months ended December 31, 2008, total revenues of $31.9 million were based primarily on the sale of 413,993 tons of coal at an average net sales price of $74.91 per ton. Revenues for the same period in 2007 totaled $34.0 million and were based primarily on the sale of 616,668 tons of coal at an average net sales price of $54.87 per ton. The Company had a net loss attributable to common shareholders for the quarter of $7.9 million versus a net loss attributable to common shareholders of $8.6 million in the year-ago quarter.
For the twelve months ended December 31, 2008, National Coal reports a net loss attributable to common shareholders of $35.6 million or $1.13 per diluted share compared to a net loss attributable to common shareholders of $30.2 million or $1.46 per diluted share for the twelve months ended December 31, 2007. During 2008, the Company produced 1.8 million tons of coal and sold 2.0 million tons of coal; this compares favorably to the 1.4 million tons produced and 1.8 million tons sold during 2007. Also for the year ended December 31, 2008, National Coal reports an Adjusted Earnings Before Interest, Taxes, and Depreciation and Amortization (“Adjusted EBITDA”) of negative $0.8 million, compared to an Adjusted EBITDA of $0.6 million for the year ended December 31, 2007.
Daniel A. Roling, President and CEO at National Coal Corp. said, “Like the rest of the country, the weakened economy has recently impacted the demand and price for our product. Significant increases in fuel costs as well as the increased time and expense associated with a challenging regulatory and permitting environment impeded our ability to control costs during 2008. However, we were still able to bring existing assets on-line during 2008 and due to our efforts throughout 2008 we have still been able to realize increased sales at higher prices per ton in 2009 compared to 2008.
“We are pleased with the new and revised coal supply agreements we are committed to for 2009 and beyond. As a result of these agreements we are now committed to sell 2.1 million tons at an average selling price of $75.28 per ton during 2009, 1.0 million tons at an average selling price of $77.40 per ton during 2010, and 0.35 million tons at an average selling price of $79.43 per ton during 2011. This leaves the Company with uncommitted tons of between 0.2 and 0.3 million tons during 2009, 1.1 to 1.5 million tons during 2010, and 2.5 million tons during 2011. Should higher prices occur before those tons are committed, the Company may benefit from the higher sales prices for its coal.”
National Coal’s operations are located in the Southeastern United States, which experienced heavy rainfall during the fourth quarter of last year and part of the first quarter of this year. In some areas, rainfall nearly doubled because of the frequent storms. As a result, the Company was unable to produce coal at anticipated levels on our surface mines. However, in the first quarter of 2009, our production is recovering to planned levels in both Alabama and Tennessee.
2008 Review
At the twelve months ended December 31, 2008, National Coal had cash and cash equivalents of $4.6 million and negative working capital of $6.0 million. Cash flows used in operations were $4.8 million and $8.1 million for the years ended December 31, 2008 and 2007, respectively.
During 2008, the Company invested $24.1 million in equipment and mine development including $6.9 million through equipment financing arrangements. Of this total, $0.5 million was used to acquire a 524-acre mineral lease in eastern Tennessee that includes approximately 1.4 million tons of recoverable high quality coal. Additionally, the Company acquired an adjoining 1,000-acre mineral and surface tract in eastern Tennessee that includes approximately 2.3 million tons of high quality coal. The purchase price was $7.0 million of which $2.0 million was paid in cash and $5.0 million in the issuance of 756,430 shares of common stock.
During the first quarter of 2008 National Coal completed the sale of its Straight Creek assets located in Kentucky for $11.0 million in cash; the transaction also resulted in the return of $7.4 million in restricted cash, and relieved the Company of $3.6 million in reclamation liabilities and $2.7 million of equipment-related debt that was assumed by the buyer. The sale included property, plant, equipment, and mine development with a net book value of $16.1 million. After a negative working capital adjustment of approximately $288,000, the transaction resulted in a loss of approximately $365,000, which is reflected in Other income (expense), net on the consolidated statement of operations for the year ended December 31, 2008. The proceeds of this transaction were used in March and April 2008, to repay the $10.0 million Term Loan Credit Facility entered into in October 2006 with Guggenheim Corporate Funding, L.L.C. The repayment resulted in additional interest expense of $1,168,923 for the year ended December 31, 2008, from the write-off of deferred financing costs associated with the Term Loan Credit facility.
Also during the first quarter of 2008, the Company’s dragline at National Coal of Alabama’s L. Massey surface mine suffered a major mechanical failure. After five months of lost production, it was repaired and placed back in service during the third quarter of 2008 at the Poplar Springs North mining complex. The breakdown resulted in estimated lost production of 140,000 tons and lost revenues of $9.5 million for the year ended December 31, 2008.
Roling also said, “During 2008 we achieved the reopening of idled underground Mine No. 17, completion of our new underground Mine No. 14, both which are in Tennessee, and started development on two new mines – the Kansas surface mine in Alabama and the underground Mine No. 5 in Tennessee, both of which started production this month. As a result of these accomplishments, we were able to reopen our large, modernized Baldwin preparation plant and loading facility located in Devonia, Tennessee, which also facilitated the opening of our short-line railroad that operates on our New River reserve between Devonia and Oneida, Tennessee.”
As of December 31, 2008, National Coal was operating four surface mines in Alabama, and three underground mines, one surface mine, and one highwall mining operation in Tennessee.
2009 Outlook
Looking forward, the Company is well positioned to grow its business organically, depending on market conditions. National Coal has opened one surface mine this quarter in Alabama and one deep mine in Tennessee. In addition, the Company has four issued mining permits for new mines that are not yet operating and three issued permits for mines that were operating but have been idled, all of which are in Tennessee.
The Company has goals to acquire and develop additional mining properties and increase production from its existing reserve base. Since the Company has not yet priced a portion of the coal it is able to produce over the next several years, it is well positioned to take advantage of possible future market demand, or to realize possible long-term opportunities with certain users of the high quality coal contained in its reserve base.
At December 31, 2008, un-priced and uncommitted future production was approximately 0.2 million to 0.3 million tons in 2009, 1.1 million to 1.5 million tons in 2010, and 2.5 million tons in 2011. National Coal intends to invest approximately $8.1 million in capital expenditures during 2009.
Cash cost of production during 2009 is anticipated to decline from the 2008 level, which was heavily impacted by the high cost of fuel, the five month down time on the dragline in Alabama, completion of mining at an underground mine, and heavy rain during the fourth quarter. The lower costs should be driven by the dragline being fully operational, opening of new mines, and the start up of the Baldwin facility and the short line railroad. However, the deteriorating worldwide economies and other factors that are out of our control could impede our goals and future plans.
The hedgies will short this stock to death as we have seen, the uptick rule is a farce, and even this will not be employeed for 6 more months...........The SEC or Mary Shapiro wants investors input regarding the uptick rule............Sec.Gov is the place to go to make your opinions heard..........this was a public statement, not mine. My opinion is the ban on shortselling, and the elimination of stock options. No matter the argument from the hedgies, they can use options, shortselling for them is zero capital investment on borrowed stock. Options trading, buying and selling do enough damage for pennies on the dollar.
GS was at the top of the list for Henry Paulson. GS was not a bank who was involved as a financial lender to residential mortgages. IMO the set up was the fall of Lehmans based on Paulsons info then shorted by GS's hedgie in the Caymans. One crook beating the other at their own game, but GS via Paulson showed Lehmans hand........Paulson hated Fuld, remember he was his competitor at one time.
Finally, we have Goldman Sachs (NYSE: GS) on the run. The investment banker clocked in with profits of $3.39 a share. Analysts figured that the firm would only be good for $1.64 a share.
Goldman Sachs is also making headway toward paying back its TARP capital, no doubt as a way to battle back against the public's unrest over the firm's taking $10 billion in TARP funds and clearing nearly $13 billion of the money that went to AIG (NYSE: AIG) as a counterparty to AIG's losing bets.
GS was at the top of the list for Henry Paulson. GS was not a bank who was involved as a financial lender for residential mortgages. I hope they eat it on the commercial loans. IMO the set up was the fall of Lehmans based on Paulsons info he no doubtedly shared with the other crook or Ceo - Crooked Executive Officer at GS, then shorted by GS's hedgie in the Caymans. One crook beating the other at their own game, but GS via Paulson showed Lehmans hand........Paulson hated Fuld, remember he was his competitor at one time.
Finally, we have Goldman Sachs (NYSE: GS) on the run. The investment banker clocked in with profits of $3.39 a share. Analysts figured that the firm would only be good for $1.64 a share.
Goldman Sachs is also making headway toward paying back its TARP capital, no doubt as a way to battle back against the public's unrest over the firm's taking $10 billion in TARP funds and clearing nearly $13 billion of the money that went to AIG (NYSE: AIG) as a counterparty to AIG's losing bets.
To pay off the Tarp loan GS is in the process of selling $5bn in common A shares to the public, this may be the first round...........Buffet should have waited to step in on his $5bn dollar investment in Pref shares, and purchased these.
Notification that Annual Report will be submitted late (NT 10-K)
Date : 03/31/2009 @ 4:56PM
Source : Edgar (US Regulatory)
Stock : (GRH)
Quote : 2.28 0.02 (0.88%) @ 8:00PM
- Notification that Annual Report will be submitted late (NT 10-K)
OMB APPROVAL
OMB Number: 3235-0058
Expires: April 30, 2009
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SEC FILE NUMBER
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-33893
(Check one): þ Form 10-K and Form 10-KSB o Form 20-F o Form 11-K o Form 10-Q and Form 10-QSB o Form N-SAR
For Period Ended: December 31, 2008
o Transition Report on Form 10-K and Form 10-KSB
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q and Form 10-QSB
o Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ____________
PART I REGISTRANT INFORMATION
GreenHunter Energy, Inc.
Full name of registrant
Former name if applicable
1048 Texan Trail
Address of principal executive office (Street and number)
Grapevine, Texas 76051
City, state and zip code:
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
þ
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant is unable to file its annual report on Form 10-K for the fiscal year ended December 31, 2008 by the prescribed date without reasonable effort or expense due to staffing and financial limitations.
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PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
Morgan F. Johnston (972) 410-1044
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).
Yes þ No o
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes þ No o
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
GreenHunter Energy, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 31, 2009 By: /s/ David S. Krueger
Vice President and Chief Financial Officer
Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the
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statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1.
This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3.
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.
Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5.
Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.
12b25-2
GreenHunter BioFuels Announces Distillation Capabilities in Advance of Cold-Soak Filtration Test Effective Date
Date : 03/12/2009 @ 9:00AM
Source : Business Wire
Stock : GreenHunter Energy, Inc. (GRH)
Quote : 2.28 0.02 (0.88%) @ 8:00PM
GreenHunter BioFuels Announces Distillation Capabilities in Advance of Cold-Soak Filtration Test Effective Date
GREENHUNTER BIOFUELS, LLC, a refiner and producer of EN and ASTM quality biodiesel, and a wholly-owned subsidiary of GreenHunter Energy, Inc. (NYSE Alternext: GRH), today articulated its biodiesel distillation capabilities at its Renewable Fuels Campus located on the Houston Shipping Channel in Houston, Texas. This announcement is in advance of the ASTM D 6751-08 “Cold Soak Filtration Test” specification, which becomes effective on April 1, 2009.
In October of 2008, ASTM International, originally known as the American Society for Testing and Materials, added the “Cold Soak Filtration Test” procedure to its mandated biodiesel testing methods. The stated goal of the Cold Soak Filtration Test is to protect against the precipitation of solid materials in inferior biodiesel during cold weather and to ensure that end users will not have problems with their engines when using biodiesel in cold temperatures. Material that does not pass the Cold Soak Filtration Test and other ASTM specifications cannot be sold in the United States as biodiesel after April 1, 2009.
Management of GreenHunter believes that most of the biodiesel currently being produced globally will not pass the minimum requirements of the Cold Soak Filtration Test and will therefore have to be further refined using a distillation process, such as GreenHunter BioFuels’ existing methyl ester distillation process. This situation will exist until such time as other processes are developed and implemented by biodiesel producers to remove minor impurities which have resulted in fuel filter blocking under certain conditions.
GreenHunter BioFuels is the largest biodiesel refiner located on the Gulf Coast of the United States with a large scale methyl ester distillation process that has available capacity for providing service to other biodiesel producers with respect to correcting Cold Soak Filtration Test performance. GreenHunter has a demonstrated track record of successful results in distilling methyl esters and achieving full compliance with ASTM and EN specifications, including compliance with the Cold Soak Filtration Test. Results at the Company’s refinery have been achieved in recent months with animal fat-based methyl esters and palm methyl esters.
The GreenHunter BioFuels Houston campus has been designed to serve the industry’s needs for toll processing of multiple feedstocks to meet both ASTM D6751-08 and EN 14214 specifications, provide distillation services to meet the Cold Soak Filtration Test, provide distillation services to remove water from wet methanol, and to provide both short and long term bulk storage services. The Company is in the process of adding the necessary equipment to enhance its glycerin distillation capability for upgrading crude glycerin to non-certified USP grade glycerin.
B+H Ocean Carriers Ltd. Announces Preliminary Unaudited Results for the Second Half Year period & Year Ending December 31, 2008
Date : 03/10/2009 @ 5:40PM
Source : Business Wire
Stock : B+H Ocean Carriers Ltd. (BHO)
Quote : 2.4999 0.2999 (13.63%) @ 4:12PM
B+H Ocean Carriers Ltd. Announces Preliminary Unaudited Results for the Second Half Year period & Year Ending December 31, 2008
B+H Ocean Carriers Ltd. (AMEX: BHO) reported preliminary unaudited net income of $13.5 million or $2.00 per share basic and diluted on weighted average shares of 6,732,832 for the year ending December 31, 2008 as compared to $2.02 million or $0.29 per share basic and diluted on weighted average shares of 6,994,843 basic and 7,031,210 diluted for the year ended December 31, 2007. Net income for the six months ended December 31, 2008 amounted to $7.26 million or $1.10 per share basic and diluted on weighted average shares of 6,629,848 as compared to a loss of $5.3 million or ($0.76) per share basic and diluted on weighted average shares of 6,994,201 for the six months ending December 31, 2007.
The Company stated that its EBITDA for the 2008 year was $54.4 million vs. $40.9 million for the 2007 year, and that for the six months ending December 31, 2008, it was $29.6 million vs. $16.8 million for the six months ending December 31, 2007. The Company added that it would provide a comparative analysis of the reported results with prior periods when its audit was completed. The Company also noted that these preliminary unaudited results are subject to completion of Auditor’s review of potential impairment charges on the Company’s existing fleet. Should any such impairment charges become necessary, the Company said, it could have a material negative impact on the results discussed here.
The Company said that during the year it had completed the conversion of two tankers to geared bulk carriers – SACHEM and ALGONQUIN – and following conversion had placed them on period time charters. In both cases the charters were terminated early in October 2008 as a result of repudiatory breach by the charterer in respect of which the Company has been seeking remedies. The conversion of a third vessel from tanker to geared bulk carrier – CAPT THOMAS J HUDNER JR – was commenced in 2008 and completed in January 2009.
The Company reported that during 2008 ALGONQUIN was sold for $18 million. This sale, which was completed in January 2009, resulted in an impairment charge of $6.98 million in 2008. The previously announced sales of ACUSHNET and SACHUEST were completed in February 2008 and March 2008 respectively and resulted in an aggregate gain on sale of $13.3 million.
In anticipation of market weakness and as a hedge against its dry cargo operations, the Company said that it had purchased a number of put options linked to the Panamax Avg.4TC freight index. The options, which related to the freight index in calendar 2008 and 2009, were purchased between December 2006 and November 2007 at a range of strike prices, the highest being $67,000pd. All these contracts were sold or matured in 4th quarter 2008 for a total consideration of $23.2 million. The net gain on these contracts in 2008 was $10.7 million, with a gain of $15.4 million in 2nd half in 2008 being offset by a loss of $4.7 million in 1st half 2008.
Off hire significantly impacted the 2008 results as it did in 2007, the Company said. During 2008, there were 526 days off hire related to conversion of vessels and 148 days related to scheduled drydocking. For 2007, there were 577 days off hire for conversions and 14 days for scheduled drydocking. During the six months ended December 31, 2008, there were 221 days off hire for conversion and 99 days for drydocking, including 86 days of drydocking scheduled for 2009 but brought forward at the request of a charterer. For 2007, there were 305 days off hire for conversions and there were no days off hire for scheduled drydocking.
The Company noted that its approach of having extensive fixed rate employment on much of its fleet has continued with the extension of the time charter of one of its OBO’s for three years from October 2009 through October 2012 and of one of its tankers for two years from January 2009 through January 2011. The Company said that the previously announced Accommodation Field Development Vessel (AFDV), which was under construction in Malaysia and due to be delivered to the Company in 4th quarter 2009, was to be named SAFECOM 1. It will be classed DP2 with six thrusters and will be fitted with an 8-point mooring system for operational flexibility. It will also provide accommodation for 400 and will be capable of crane operations of up to 300T.
The Company provides EBITDA (earnings before interest expense, taxes, depreciation and amortization) information as a guide to the operating performance of the Company. EBITDA, which is not a term recognized under generally accepted accounting principles, is calculated as net income plus interest expense, income taxes (benefit), depreciation and amortization, and other non-cash gains and losses. Included in the depreciation and amortization for the purpose of calculating EBITDA is depreciation of vessels, including capital improvements and amortization of mortgage fees. EBITDA, as calculated by the Company, may not be comparable to calculations of similarly titled items reported by other companies.
Report of Foreign Issuer (6-K)
Date : 03/18/2009 @ 9:46AM
Source : Edgar (US Regulatory)
Stock : (ULTR)
Quote : 3.28 0.3 (10.07%) @ 8:00PM
- Report of Foreign Issuer (6-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2009 .
Commission File Number: 001-33068
Ultrapetrol (Bahamas) Limited
(Translation of registrant's name into English)
Ocean Centre, Montagu Foreshore
East Bay St.
Nassau, Bahamas
P.O. Box SS-19084
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ x ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [ ]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____.
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Exhibit Index
99.1 Fiscal Year & Fourth Quarter 2008 Earnings Call - March 18, 2009
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Ultrapetrol (Bahamas) Limited
(Registrant)
Date: March 18, 2009
Flat Rock Field Expands to Include Royale Wells
Date : 04/06/2009 @ 7:39PM
Source : Business Wire
Stock : Royale Energy, Inc. (ROYL)
Quote : 2.0 0.0599 (3.09%) @ 4:16PM
Flat Rock Field Expands to Include Royale Wells
The Utah Division of Oil & Gas has enlarged the boundaries of the Flat Rock field to include Royale’s V Canyon wells and acreage. Flat Rock has proven to be one of the most significant gas discoveries in the Uintah Basin.
Royale Energy (NASDAQ: ROYL) recognized the potential value of the field in 2003 and acquired more than 20,000 acres. The exploration program for the acreage included the drilling of more than seven wells, all of which reached depths of more than 10,000 feet. Royale’s V Canyon 20-1 established production from the Entrada formation, prompting the Utah Division of Oil & Gas decision.
Stephen Hosmer said, “We feel that this recognition validates our view of the potential of our acreage. Royale’s future plan includes additional development in 2009. The completion of our V Canyon 20-2 will utilize a large fracture stimulation (frac) to further enhance production from the field.”
The Utah state decision became effective today.
Royale Plans to Boost Stockholders Equity
Date : 04/06/2009 @ 7:04PM
Source : Business Wire
Stock : Royale Energy, Inc. (ROYL)
Quote : 2.0 0.0599 (3.09%) @ 4:16PM
Royale Plans to Boost Stockholders Equity
Royale Energy Inc (NASDAQ: ROYL) Royale Energy, Inc. announced that NASDAQ Stock Market (NASDAQ) notified the Company that, based on its Form 10-K for the year ended December 31, 2008, NASDAQ has determined that Royale Energy’s reported stockholders' equity of $7,394,467 must be increased to $10,000,000 stockholders' equity requirement for continued listing on The NASDAQ Global Market, as required by NASDAQ Marketplace Rule 4550(a)(3).
The Board of Directors have authorized management to seek additional equity. They are currently reviewing term sheets to increase capital for liquidity by issuing additional stock.
The Company will provide to NASDAQ a specific plan to accomplish such an increase to meet continued NASDAQ listing requirements by April 16, 2009 or, in the alternative, to seek listing on NASDAQ’s Capital Market.
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.
Forward Looking Statements
In addition to historical information contained herein, this news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, subject to various risks and uncertainties that could cause the company's actual results to differ materially from those in the "forward-looking" statements. While the company believes its forward looking statements are based upon reasonable assumptions, there are factors that are difficult to predict and that are influenced by economic and other conditions beyond the company's control. Investors are directed to consider such risks and other uncertainties discussed in documents filed by the company with the Securities and Exchange Commission.