TORCHLIGHT ENERGY RESOURCES TRCH S
December 01, 2014 - 3:36pm EST by
valueshort
2014 2015
Price: 1.08 EPS 0 0
Shares Out. (in M): 23 P/E 0 0
Market Cap (in $M): 25 P/FCF 0 0
Net Debt (in $M): 12 EBIT 1 0
TEV ($): 37 TEV/EBIT 37 0
Borrow Cost: Tight 15-50% cost

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  • Bankruptcy
  • Distressed Energy
  • Micro Cap
 

Description

Torchlight Resources, Nasdaq:TRCH, may be the first oil company to go bankrupt in the aftermath of the recent oil price collapse, due to its imminent need for financing that is probably impossible to secure in the current market. However, the burden of proof is high for a short thesis on Torchlight for the following reasons:

1) The stock is already down from a high of $6 earlier this year to a current $1.08 price, down 82% peak to trough.

2) Torchlight is a micro cap oil company, with a $25 million market cap and a $37 million enterprise value

3) The cost to borrow the stock is high, currently around 50%. However, borrow is available.

4) A macro improvement in the price of oil could drive oil stocks higher, particularly stocks that are down a lot like Torchlight

5) Torchlight is spending over $1 million per year on aggressive stock promotion, which had historically and could now drive the stock price higher

 

Despite the above factors, the following are the reasons to be short Torchlight:

1) Torchlight has over $12 million in senior 12% interest debt, most of which is due March 31, 2015. Torchlight is likely to file for bankruptcy on or before that date.

2) Torchlight has spent approximately $30 million on asset acquisition and drilling and only has 418 boepd of current production to show for it

3) 418 boepd is insufficient to fund Torchlight's overhead and interest payments, leaving the company reliant on raising capital to keep the lights on and to grow

4) Torchlight missed its Q3 2014 production guidance by 58%, reducing the probability of raising additional money

5) Torchlight recently amended its financial statments to disclose previously undisclosed material economic arrangements. These arrangements reduce the probability of raising additional money, and may incur legal liability from previous capital raises for insufficient disclosure.

6) Torchlight's operating partner has said it will slow down drilling activity at current oil prices, reducing the value of Torchlight's non operated working interest.

 

Risk and expected return from a short Torchlight trade:

The risk to shorting Torchlight is that Torchlight somehow manages to secure financing before April 2015, subordinates its existing debt, and deploys that capital into high return projects that more than cover Torchlight's high overhead and likely exorbitant interest payments. The probability of all of this is exceedingly low. Even if Torchlight raises money, it likely merely delays the inevitable.

The most likely outcome is that the supposed financing that Torchlight has been promising investors for more than a year does not go through. Any potential financing providers that were not scared off by Torchlight's abysmal capital deployment to date are likely being scared off by the fall in the price in oil and the blow-out in credit spreads in the oil producer sector. A $37 million enterprise value is likely well in excess of the liquidation value of assets. More likely, there is insufficient asset coverage for the existing debt and zero recovery for the equity.

With a 50% cost to borrow and a potential $2 margin requirement, there is the potential to earn approximately 90 cents per share if the equity trades to 3 cents per share by March 31, 2014, which should be a sufficiently high return to justify tying up $2-3 per share for four months. The downside potential is a return to $2-3 per share for some period of time, until the weight of high overhead and low returns drags Torchlight back into destress. "Heads I win, tails I don't lose much".

 

History: Torchlight was previously "Pole Perfect", and reverse merged in 2010 to form an oil company. Torchlight has aggregated unsuccessful oil projects over time. These include a failed project in the Eagle Ford, which then turned into a failed project in the Buda. A project in the Hunton, where payments to friends of Torchlight's management for the right to participate weren't disclosed until recently and may have incurred legal liability. A project in the Mississppi Lime, where Torchlight bailed out another highly promoted company Ring Energy - RING is down 40% in the past 2 trading days. And the Mississippi Lime project cost Torchlight $10 million so far and only generated 22.5 boepd for Torchlight. Will there be more disclosures in the future regarding that relationship? And now a project in the Oro Grande, which supposedly is like the Permian but sat on the market for 2 years while every company active in the Permian basin declined to buy it, and which Torchlight bought with less than $1 million of stock.

Management: Torchlight's CEO was previously an acquisitions consultant. Its President was an investor relations consultant. And its COO was the CEO of a company similar to Torchlight, which had disproportionately high overhead and went bankrupt in 2012, immediately prior to him joining Torchlight.

 

 

DISCLAIMER

 

The write up is not investment advice or a recommendation or solicitation for any fund or to buy or sell any securities now or at any time. The author and related persons may hold a position and make no representation that it will continue to hold long or short positions in the securities and disclaims any obligation to notify the market of any changes. The author and related persons may change its views about or its investment positions at any time, for any reason or no reason. This includes buying, selling, covering or otherwise changing the form or substance of its investment. The author disclaims any obligation to notify the market of any change. The information and analysis presented is based on publicly available information through filings, sell-side research, industry analysts and/or company or otherwise sourced. The author recognizes that there may be non-public information in the possession of the company or others that could lead the company or others to disagree with the author's analyses, conclusions and opinions. Any forecasts or estimates should not be relied upon (not the least due to the disclosure) and could turn out to be incorrect. While the author has tried to present the facts it believes are accurate, the author makes no representation or warranty, express or implied, as to the accuracy or completeness of the write up, and expressly disclaims any liability relating to the write up or such communications (or any inaccuracies or omissions therein). Thus one should conduct their own independent analysis before independently considering a position in securities. Except where otherwise indicated, the write up speaks as of the date, and the author undertakes no obligation to correct, update or revise the write up or to otherwise provide any additional materials.

 

 

I do not hold a position with the issuer such as employment, directorship, or consultancy.
I and/or others I advise do not hold a material investment in the issuer's securities.

Catalyst

Debt maturity on 3/31/15

Production miss

Inability to secure financing to stay in business

    sort by    

    Description

    Torchlight Resources, Nasdaq:TRCH, may be the first oil company to go bankrupt in the aftermath of the recent oil price collapse, due to its imminent need for financing that is probably impossible to secure in the current market. However, the burden of proof is high for a short thesis on Torchlight for the following reasons:

    1) The stock is already down from a high of $6 earlier this year to a current $1.08 price, down 82% peak to trough.

    2) Torchlight is a micro cap oil company, with a $25 million market cap and a $37 million enterprise value

    3) The cost to borrow the stock is high, currently around 50%. However, borrow is available.

    4) A macro improvement in the price of oil could drive oil stocks higher, particularly stocks that are down a lot like Torchlight

    5) Torchlight is spending over $1 million per year on aggressive stock promotion, which had historically and could now drive the stock price higher

     

    Despite the above factors, the following are the reasons to be short Torchlight:

    1) Torchlight has over $12 million in senior 12% interest debt, most of which is due March 31, 2015. Torchlight is likely to file for bankruptcy on or before that date.

    2) Torchlight has spent approximately $30 million on asset acquisition and drilling and only has 418 boepd of current production to show for it

    3) 418 boepd is insufficient to fund Torchlight's overhead and interest payments, leaving the company reliant on raising capital to keep the lights on and to grow

    4) Torchlight missed its Q3 2014 production guidance by 58%, reducing the probability of raising additional money

    5) Torchlight recently amended its financial statments to disclose previously undisclosed material economic arrangements. These arrangements reduce the probability of raising additional money, and may incur legal liability from previous capital raises for insufficient disclosure.

    6) Torchlight's operating partner has said it will slow down drilling activity at current oil prices, reducing the value of Torchlight's non operated working interest.

     

    Risk and expected return from a short Torchlight trade:

    The risk to shorting Torchlight is that Torchlight somehow manages to secure financing before April 2015, subordinates its existing debt, and deploys that capital into high return projects that more than cover Torchlight's high overhead and likely exorbitant interest payments. The probability of all of this is exceedingly low. Even if Torchlight raises money, it likely merely delays the inevitable.

    The most likely outcome is that the supposed financing that Torchlight has been promising investors for more than a year does not go through. Any potential financing providers that were not scared off by Torchlight's abysmal capital deployment to date are likely being scared off by the fall in the price in oil and the blow-out in credit spreads in the oil producer sector. A $37 million enterprise value is likely well in excess of the liquidation value of assets. More likely, there is insufficient asset coverage for the existing debt and zero recovery for the equity.

    With a 50% cost to borrow and a potential $2 margin requirement, there is the potential to earn approximately 90 cents per share if the equity trades to 3 cents per share by March 31, 2014, which should be a sufficiently high return to justify tying up $2-3 per share for four months. The downside potential is a return to $2-3 per share for some period of time, until the weight of high overhead and low returns drags Torchlight back into destress. "Heads I win, tails I don't lose much".

     

    History: Torchlight was previously "Pole Perfect", and reverse merged in 2010 to form an oil company. Torchlight has aggregated unsuccessful oil projects over time. These include a failed project in the Eagle Ford, which then turned into a failed project in the Buda. A project in the Hunton, where payments to friends of Torchlight's management for the right to participate weren't disclosed until recently and may have incurred legal liability. A project in the Mississppi Lime, where Torchlight bailed out another highly promoted company Ring Energy - RING is down 40% in the past 2 trading days. And the Mississippi Lime project cost Torchlight $10 million so far and only generated 22.5 boepd for Torchlight. Will there be more disclosures in the future regarding that relationship? And now a project in the Oro Grande, which supposedly is like the Permian but sat on the market for 2 years while every company active in the Permian basin declined to buy it, and which Torchlight bought with less than $1 million of stock.

    Management: Torchlight's CEO was previously an acquisitions consultant. Its President was an investor relations consultant. And its COO was the CEO of a company similar to Torchlight, which had disproportionately high overhead and went bankrupt in 2012, immediately prior to him joining Torchlight.

     

     

    DISCLAIMER

     

    The write up is not investment advice or a recommendation or solicitation for any fund or to buy or sell any securities now or at any time. The author and related persons may hold a position and make no representation that it will continue to hold long or short positions in the securities and disclaims any obligation to notify the market of any changes. The author and related persons may change its views about or its investment positions at any time, for any reason or no reason. This includes buying, selling, covering or otherwise changing the form or substance of its investment. The author disclaims any obligation to notify the market of any change. The information and analysis presented is based on publicly available information through filings, sell-side research, industry analysts and/or company or otherwise sourced. The author recognizes that there may be non-public information in the possession of the company or others that could lead the company or others to disagree with the author's analyses, conclusions and opinions. Any forecasts or estimates should not be relied upon (not the least due to the disclosure) and could turn out to be incorrect. While the author has tried to present the facts it believes are accurate, the author makes no representation or warranty, express or implied, as to the accuracy or completeness of the write up, and expressly disclaims any liability relating to the write up or such communications (or any inaccuracies or omissions therein). Thus one should conduct their own independent analysis before independently considering a position in securities. Except where otherwise indicated, the write up speaks as of the date, and the author undertakes no obligation to correct, update or revise the write up or to otherwise provide any additional materials.

     

     

    I do not hold a position with the issuer such as employment, directorship, or consultancy.
    I and/or others I advise do not hold a material investment in the issuer's securities.

    Catalyst

    Debt maturity on 3/31/15

    Production miss

    Inability to secure financing to stay in business

    Messages


    SubjectThey defaulted
    Entry04/07/2015 05:33 PM
    Membermack885

    http://www.sec.gov/Archives/edgar/data/1431959/000119983515000108/trch_8k-16351.htm


    SubjectAny idea
    Entry05/13/2015 10:26 AM
    MemberWeighingMachine

    how the 'restriction on the transferrability of shares' works on the 4.3 million shares the company issued 5/11 at 25c?  i.e. when can the buyer start dumping these into the market?  

     


    Subjectvery strange
    Entry05/13/2015 12:43 PM
    MemberWeighingMachine

    So the company's financing fell through on Dec 30.  The 8-K says the reason for terminantion is that holders of the 12% Series A Secured Converts had a first lien on all assets.  To investors who were supposedly considering financing TRCH required a first lien and thus TRCH gave Series A holders 3 options:

    1) conversion into stock

    2) consent to amend Series A note to subordinate status and extend the maturity

    3) redemption of Series A note for cash.

    While it is obvious why Series A holders did not select options 1 or 2, it is unclear why Series A noteholders would not have opted for #3.  I suspect either (a) redemption would have been at a significant discount to face or (b) note holders wanted to use their position to take ownership of all assets. 

    Of course, this then begs the question on why they did not take possession of TRCH last month when Torchlight defaulted.  Is it possible that it is in the best interest of noteholders to allow TRCH to raise equity (via press releases and heavy discounting) and burn the cash to drill wells prior to taking possession (thus having someone else bear the cost of drilling for free)?  

     


    SubjectRe: very strange - nevermind
    Entry05/13/2015 12:57 PM
    MemberWeighingMachine

    Based on Dec 1 filiing, it looks like the noteholders would not have been able to redeem more than $2 million so either a big haircut or some combo involving equity/etc.  

     


    SubjectRe: Re: Re: Re: Re: Any idea
    Entry06/02/2015 03:54 PM
    MemberWeighingMachine

    there's no borrow available. only upward pressure at the moment.  


    SubjectRe: Re: Re: Re: Re: Re: Any idea
    Entry06/03/2015 10:48 AM
    Memberjcoviedo

    Any idea who might be buying this? The stock is acting like a short squeeze, but the short interest is so low, its clealry not that.

    Any chance they have positive well results from their Oro Grande test which might allow them to do an equity offering and fix their balance sheet? 


    Subjectclosed $9.8 million private placement
    Entry06/10/2015 10:13 AM
    Memberncs590

    I wonder how much of this money was recycled from the existing debt holders:

     PLANO, TX--(June 10, 2015) - Torchlight Energy Resources, Inc. (NASDAQ: TRCH("Torchlight" or the "Company"), a growth stage exploration and production company, today announced that it has closed on the sale of $9.8 million in Series A Convertible Preferred Stock to accredited investors in a private placement at a conversion price of $1.15 per share.

    Each share of Series A Convertible Preferred Stock is entitled to 12% annual cumulative dividends paid quarterly and is automatically convertible after 12 months into shares of Torchlight common stock at a fixed price of $1.15 per share. Investors in the placement also received 20% warrant coverage to purchase common shares of the Company's common stock at an exercise price of $1.40 per share for each share of Series A Convertible Preferred stock purchased.

    Torchlight has used the net proceeds from this offering to pay off its Senior Debt in its entirety, bring current the Series B Sub Debt Note Holders and for general corporate purposes, including capital expenditures and working capital.

    "We are thrilled to get this transaction completed with favorable terms and in the current market environment," stated John Brda, Torchlight Energy's CEO. "This new capital allows us to fulfill the commitments made to our stakeholders and further the development of our asset base. We will continue to be diligent as we re-shape our company in order to maximize the value from our Orogrande Project and selectively divest of non-core assets."


    SubjectSells 40% of Hunton assets for $5.5 mn
    Entry06/17/2015 10:07 AM
    MemberWeighingMachine

    http://www.marketwatch.com/story/torchlight-energy-signs-loi-for-portion-of-hunton-assets-2015-06-17-8173127

     

    This wouldn't seem to be a positive - the company has sold/relinquished what seem to be a significant percentage of its assets while diluting shareholders.  Factoring in cash burn, I suspect they are in a slight net debt (~$2 mn) position @ 6/30.  Shares (diluted) are up ~50% YTD.  

     

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