Securities fraud 101 with $MMTLP / TRCH / NBH

And a story of the owner of Moe's Irish Pub getting involved with this long running scheme

Every time I look I find more

Yet another thread 🧵

I hope this helps people uncover this stuff themselves and avoid these situations

1/ In Apr '17 & Apr '18, TRCH issued a total of $12.5 million unsecured bonds - 12% cash coupon, 2.5% equity kicker, came at discount so +/- 15% paper

Billionaire (Straz) trust bought

In 1Q21 10Q TRCH tells us all notes converted into equity and retired

Appears false

2/

Life is like an onion. You peel it off one layer at a time, and sometimes you weep.

I just peeled an onion and don't know whether to laugh or cry

Long thread warning

$MMTLP

@nbhydrocarbons
@jpdewoody
@CliftonDuBoseJr
@TexasBullMoose

1/ I laid out recently how 2 producing wells by all appearance were stolen from Torchlight by Greg McCabe and Clifton Dubose in '20

Looks like $5-7 million of oil revenue based on Texas RRC data

Thread is here:


@SEC_Enforcement
@SECEnfDirector
@FBI

2/

https://x.com/EnergyCredit1/status/1781132524833431941

Was in Thailand/Bali recently some takeaways

- Bangkok a kickass city12mil people +/-
- Infrastructure in the RoW often much better than US, airports, public transport, etc
- Everyone (mostly) is nice, happy despite having much less than those of us in the US

1/ - Inflation largely a western phenomena, labor drive imo
- Can still get an iced coffee for $0.75 in Bangkok, good street food meal for $2-3 and meal at good sit down restaurant for $5-6
- The architecture in Bangkok is great, good parks
- Nice apt in high rise is $500/m +/-

2/

I post a lot of data viz here

I actually manage a library of ~6,000 charts, maps & tables

If you are a:

Banker
Consultant
Journalist
Content Creator
FP&A Analyst
IR Professional

Or anyone who uses data/viz to extract insights and tell biz stories, here is the cheat code
1/ Datawrapper is a cloud-based data visualization platform, used mostly by many news organizations

@Datawrapper

To solve my own pain points with creating and managing data viz at scale, I created an integration with DW and Google Workspace

2/datawrapper.de

$BTU

Peabody just put in place a new $325 million revolver

What nobody has discussed is that immediately opens up $325 million cash for buybacks!!

The surety deal defines liquidity as cash or credit facility availability

1/ So if $BTU pays the unfunded revolver fee to maintain the liquidity, they can draw down the cash everyone was bitching they got forced to hold

At 9/30

146.3mm shares
$989mm unrestricted cash
Restricted cash negates ARO
Assumes convert converted to stock

2/

Next Bridge Hydrocarbons is functionally bankrupt, the company has $0 in cash currently for salaries, lawyers, leases or any other non-drilling

The next SEC filing will almost assuredly be fraudulent
$MMTLP @SEC_Enforcement

A short thread 🧵
1/ This is a condensed balance sheet for NBH and de-coupled cash flow statements

NBH is burning $2 million per quarter BEFORE any drilling
$MMTLP

2/

Greg McCabe became Next Bridge $MMTLP Chairman today

Greg says some funny stuff in court

He made a declaration as part of the Arabella / Hoisager bankruptcy proceedings in 2022

1/ Greg hands out million through ** oral lines of credit **

Said loans charged no interest

2/

Some free legal advice for @FINRA re $MMTLP and da Blue Sheets

Petitioner claims they have "fairly indicated" a claim of Fraud because $MMTLP shares were listed on OTC against the text of the Torchlight proxy and other filings

1/ This is the provision petitioners lawyer relies on to make this claim. It fails on its face by the plain language

2/

🚨🚨 Attention Data Visualization Nerds and Spreadsheet Jockeys

Introducing Wrapify - an integration with @Datawrapper and Google Slides™ and Sheets™ now available on the Google Workspace Marketplace™

workspace.google.com/marketplace/ap…

1/ Like many software solutions before us Wrapify began as a way to solve our own pain points, in this case ingesting and visualizing data as spreadsheet junkies.

Why can't data analysts compete with data scientists we thought. Spreadsheets are ubiquitous.

2/

How to fleece your own company with Convertible Notes

Per their proxy, Torchlight began merger discussions with Meta Materials on 9/4/20

$TRCH $MMTLP

Between 9/4/20 and 12/31/20 the TRCH Chairman did a series of transactions that netted him massive returns

1/ Investing is easy when you simply issue yourself below market stock and TRCH did this for its insiders over and over and over again for years but the period surrounding the MMAT deal is egregious

2/

Bit more on $MMTLP $NBH

Torchlight and Meta merged in Dec 2020, with a plan to try to sell the O&G assets through Dec 21

The proxy was filed May 21

In Jan 21 Torchlight *appears* to already have agreed to spin the assets to Next Bridge

1/ In their s-1 Delvina claims to have not worked for Hudspeth / Next Bridge until Sept 21

So how did she know they would be developing the assets in Jan 21?

2/

One *last* thread on $MMTLP $MMAT $NBH Next Bridge Hydrocarbons to show they are all seemingly cooking the books

In early 2022, Torchlight / $MMTLP was held as an asset held for sale by MMAT given looking spin off

1/ Problem is when you hold an asset held for sale, you still need to run the AHFS cash flow through the cash flow statement
$MMAT spent $1.8 million on capex in 1Q22 while Torchlight was a consolidated sub held as AHFS
2/

Hat tip to @Keubiko who saw an error in my prior $MMTLP analysis using $MMAT filings

$MMAT has declared the Orogrande as worth $0 or "not substantive"

The secured note is backed by 25% WI

They say that is worthless as of 12/31

1/ Importantly, $MMTLP / NBH and $MMAT have an information sharing agreement whereby NBH agreed to help $MMAT with its audit through 2023

So NBH would have been involved in the write-down, provided data/info/plans if MMAT requested

2/

Naked shorts, FINRA, the SEC, hedge funds

For $MMTLP, that is all mis/disinformation to cover up worthless assets

Meta $MMAT is telling everyone they are worthless, the $MMTLP folks just don't want to listen

1/ I feel sorry for the folks involved but this is what $MMAT - the former parent of Next Bridge thinks of these assets.

Next Bridge owes Meta $23 million and counting between principal and accrued interest

2/

The new Next Bridge management team seemingly needs to learn how to fraud better

A little accounting lesson

$mmtlp $nbh $trch

The most recent 10-Q is a mess and highlights how hard it is to hide being fraudy

1/ Management tells us here in the text the capex was $8.4mm in 1Q23, but then tells us in the supplemental table the cash capex was only $4.7 million b/c they accrued $3.6 million of capex

1Q22 cash capex was $1.1mm in text vs $2.3mm in table

2/

This Torchlight / Meta / Next Bridge Hydrocarbon saga is sad and could have been avoided. I'd guess a bunch of retail investors got smoked to the tune of hundreds of millions as regulators watched

1/

$MMTLP $TRCH

@SEC_Enforcement I saw today John Brda, the former Torchlight CEO is attempting to go after a parody account (not me)

In his filing he says that he has never committed securities fraud

Factually, that is correct

But lets do a thread

2/

The folks in $BTU for dividends are probably (hopefully) in for rude awakening

Think mgmt does mostly stock buybacks

This is why

1/ The $320 mil convert done in March '22 has conversion ratio adjustments for any kind of equity distribution (cash div, stock div, etc)

This is adjustment to conversion ratio for cash dividends

2/

My non-consensus take on additional SPR drawdown talk from Biden admin

Original SPR release was political, but in two ways
1) help reduce fuel costs/inflation burden on Americans
2) not allow Russia to benefit from higher oil prices from conflict it created

1/ As discussed in the past, the scale of the release this year is unprecedented

BUT, the way SPR laws work proceeds from emergency sales must stay with DOE for repurchase, so we know those barrels are coming back

2/

enersection.io/u-s-strategic-…

Had a number of people say they didn't understand a lot from the thread on $TWTR capital structure

So why not thread to explain the thread

1/ - More debt, less equity results in better (leveraged) equity returns if things work out in an LBO, thus the debt here despite Elon's deep pockets
- Elon can always take the debt out with more equity but then its a foodfight over valuation and potential cram downs or dilution

2/

$TWTR capital structure thread 🧵

Elon had commitments for $13 billion in credit facilities to help finance the Twitter buyout

They are shown here. $12.5 billion was likely funded at close with undrawn $500mil revolver

1/ The are floating rate loans. Its noteworthy that SOFR (Secured Overnight Financing Rate) was 0.3% when the deal was announced

Just the move in SOFR from announcement in April to close in Oct cost Elon an extra $435 million per year in interest

2/

Myth busting the decline of coal generation in the US

Estimated coal capacity factors shown below
1/ The trailing capacity factor dropped under 70% for good in April 2009. Trailing wind and solar generation were 1.6% of US power stack.

Cf dropped under 60% for good in Feb '12 (33 months to drop 10%); wind + solar were 3.1% of generation

2/