Thursday, January 13, 2011 2:50:33 PM
Updated DD on GFME (1/13/11)
**I am writing this post to help serve as a centralized hub for all things GFME, to collect all the DD people have done and hopefully serve as a launching board for investors to start their own DD. I will do my best to provide links so you can follow where the research is coming from and I have also tried to provide some screenshots for additional information as well. As the GFME story unfolds I will continue to update this post. Please let me know either if you see any mistakes or you believe I've left anything important off. As always this is not meant to supplant your own DD, only complement it. Be aware that mixed in with facts here there is speculation and I am definetly not a financial adviser. So do your own research to either back up or refute mine. In the end, the more we know the better. Below, I do my best to spell out both the GFME story as I currently understand it.
Updated DD (Sections with updates will be notated by ** Update): Homeclick Valuation Potential, Newly Registered Trademarks (Yardstar, Hechinger), George Foreman's Commercials for Nation's Health, Brands Acquired by Home Decor/Homeclick (Hechinger, Builder's Square), Note from Homeclick's Director of Marketing, More on Net Operating Loss, Merger Checklist, Website Analytics from Quantcast
WILL GFME BE HOLTZMAN'S MASTERPIECE?
George Foreman (fighter/entrepreneur/businessman) and Seymour Holtzman (lifelong investor/shareholder activist) both may be heading into the twilight of their careers, but they may have one last surprise for us all. Based on the last six months and the recent filings of GFME, they may be part of one of the year's biggest R/M's. Every GFME filing brings new revelations and new potential, each one better than the last IMO. With their release of an 8-K in November, we are finally getting a glimpse of a potential blockbuster R/M with a company called Homeclick. At last count Home Decor Products (parent of Homeclick) was bringing in ~ $90,000,000 in revenue a year. Combine all this with an estimated float ~1.2 Million and the fact that virtually every company Holtzman has touched has been on the big boards (Casual Male Retail Group, Jewelcor Inc., Gruen Marketin Corporation among others) and investors would be remiss not to pay close attention.
For those of us who have been following GFME since the Spring, it's been an amazing lesson in DD and the value of reading filings. As some have remarked in many ways the filings released since June have been acting like PR's, giving us little hints here and there of what may be next. Below is a little more on what has been found. As the story evolves, this DD post will grow and evolve.
SHARE STRUCTURE
A/S: 25,000,000
O/S: 5,097,116
Float: ~1,221,179 (Based on Holtzman/Foreman/NITE Holdings)
INSIDER HOLDINGS
Knight Securities (NITE) - 256 shares - (from SC13G/A on October 6)
George Foreman and sons - 1,799,743 shares - (based on June Agreement
Jewelcor Management Inc. (Holtzman Entity) - 153,766 (from SC13D on May 25)
Jewelcor Investments LLC (Holtzman Entity) - 80,000 (from SC13D on May 25)
Seymour Holtzman - 1,842,172 - (from SC13D on May 25)
Total shares owned by institutions or insiders based on last report: 3,875,937
** (Update): BRIEF TIMELINE FOR GFME
2/25/09 - GFME filings indicate problem with payments to the Foremans
4/09 - Home Decor Products files for Chapter 11 Bankruptcy
4/09-6/09 - Chuck Gartenhaus & Seymour Holtzman acquire assets of Home Decor Products and role it into Homeclick LLC
2/28/10 - Efrem Gerzsberg, President & Director of GFME resigns. Seymour Holtzman takes over the operation.
5/25/10 - SC 13D/A shows Seymour Holtzman and his entities have been acquiring shares
6/4/10 - 8-K announces deal with Nation's Health (Company will share with Foreman in revenue during his gig as spokesman for Nation's Health). In exchange he receives 1,799,743 shares of GFME. Resolves previous issues with Foremans.
6/4/10 - 8-K also announces that it will remove references of Foreman from company. It states that there will be a vote on a name change with a subsequent PR.
10/13/10 - Announced hiring of Madsen & Associates, CPA to bring filings up-to-date.
11/8/10 - 8-K announces resignation of Holtzman and announces appointment of Chuck Gartenhaus, President of Homeclick LLC and John Swatek, ex-CFO of Home Decor Products.
12/10/10 - 8-K announces company dealing with note holders
Since February there have been 15 filings, one every month except for May and September:
http://www.otcmarkets.com/stock/GFME/financials
FORWARD LOOKING EVENTS
While I list timeline events above, here are anticipated forward looking events based primarily on mentions in previous filings.
(1) Audited Financials (Announced in 8-K on October 13th)
(2) Name Change (Announced in 8-K on June 4th)
(3) PR (Announced in 8-K on June 4th)
(4) Nation's Health Roll-out. As part of deal with George Foreman GFME is left with recurring revenue from deal he made with Nation's Health.
TRADING ACTIVITY
Daily Chart (As of 1/13/11)
Weekly Chart (As of 1/13/11)
HOW DOES DEAL GFME MADE WITH NATION'S HEALTH FIT IN WITH R/M?
It is my belief that it was a parting gift as part of the deal Holtzman and Foreman put together, he would get ~ 1.8 million shares and Foreman would agree to split revenue with GFME as long as the Nation's Health deal runs, adding a consistent revenue stream for GFME. The following part of the 8-K seems to show that the company will, in the long run, no longer be connected with Foreman. The filing today seems to confirm the case.
** (Update): Here are a few of the commercials recorded by Foreman for Nation's Health as part of this deal. We have no confirmation as to whether these commercials have seen airtime yet.
http://www.nationshealth.com/enrollwithgeorge
And a little more on Nation's Health:
http://www.manta.com/c/mm01jn3/nations-health-inc
** (Update): NET OPERATING LOSS
Why utilize GFME for reverse merger with Homeclick?
What's the major incentive for Homeclick to merge in here from a strictly financial basis? While we don't know where GFME stands from a cash/asset basis as we await updated filings, we do have indications on the potential NOL to be utilized. We know from previous filings that it appears at the minimum the NOL is $189,220,861 (from the last 10-Q). I have rarely seen a NOL in this range from all the R/M's I have followed. ~$189 million is significant, although I would expect it is more than that now. This IMO is the major incentive to bringing Homeclick into GFME regardless of any other significant assets there may or may not be (Nation's Health deal etc..).
Of course, as many R/M veterans who have studied and researched them before know the ability to utilize the NOL depends on a number of factors. And you need to go through and study each one of them to gauge how and if it can be utilized. The primary reason for limitations on the NOL is a significant change in ownership. Generally if there is more than a 50% decrease in ownership, then there will be limitations on the usage of NOL's. Other things that can limit the usage of NOL post merger are share issuance, warrants etc. and other state by state situations. As Holtzman owns significant chunks of both Homeclick and GFME, it is very feasible that they can utilize and retain most of this NOL in a post merger entity. Keep in mind if they were to issue too many shares as part of a merger and change the ownership, those limitations would come into affect, limiting how they could use the NOL and the amount they could utilize. In fact, it seems quite likely to me at least that has been part of his plan since 2009 when he started acquiring shares and also consolidating shares into his hands from his other business entities. The $189 million NOL is just another interesting piece of the puzzle to look at.
WHAT DO WE KNOW ABOUT HOMECLICK/HOME DECOR?
We know Holtzman was an investor with them in the past as well as former Chairman of the Board:
http://www.thefreelibrary.com/HomeClick+Receives+$5+Million+from+Investor+Seymour+Holtzman;+Online...-a0113064163
We also know at last report Home Decor was bringing in ~$100,000,000 in revenue in 2006. It was listed on Inc. 500 List of Fastest Growing Companies. It also was recognized as the #5 Internet Retailer for the Home. We also know it went bankrupt in April 2009 and that's when Holtzman and Gartenhaus stepped in and acquired the companies assets. They then brought it back on-line in June 2009.
Here is more from Wikipedia on Homeclick & Home Decor:
This is the list of website assets that Home Decor had:
Of these it appears they consolidated a number of these sites into Homeclick.com. The ones that now link back to Homeclick.com are Hechinger.com, ChefsCorner.com, KnobsandThings.com, PoolClick.com & ChristmasCatalog.com.
Here are the following websites that are operational and run by Homeclick (w/screenshots):
Homeclick.com
AbsoluteHome.com
BuildersSquare.com
Barbecues.com
Note from President Gartenhaus to Homeclick Customers (9/3/10):
** (Update): Note from Director of Marketing, Arthur Freydin, to previous customers of Home Decor (soon after Gartenhaus/Holtzman takeover):
** (Update): HECHINGER & BUILDER'S SQUARE ACQUISITION
Here is a little more on Hechinger and Builder's Square, two significant brand names in home improvement that Home Decor/Homeclick acquired through bankruptcy:
Builder's Square:
More on Builders Square. Perhaps some of you remember this big box home improvement retailer from a number of years back. Either way here's the wiki on it and how it was sold by Kmart and eventually came into Home Decor/Homeclick's hands.
Http://wikipedia.org/wiki/Builders_Square
Hechinger:
In addition to Builders Square here is a little more on Hechinger and how Home Decor/Homeclick came to acquire brand name. It appears to me from the DD that with Builders Square they may have acquired some of their facilities for their online operations in addition to name usage. With Hechinger it appears they acquired the brand name along with product lines associated with it.
Http://wikipedia.org/wiki/hechinger
Here's a Washington Post article on Home Decor's acquisition of Hechinger:
http://www.washingtonpost.com/wp-dyn/content/article/2006/03/27/AR2006032701623_pf.html
** (Update): NEWLY REGISTERED TRADEMARKS
Last month Homeclick filed for two new trademarks for the first time since 2006. Here is more info. on the Hechinger and Yardstar trademarks.
http://www.trademarkia.com/hechinger-85189606.html
http://www.trademarkia.com/yardstar-85189644.html
** (Update): HOMECLICK VALUATION POTENTIAL
In an effort to get a better grasp on what a proper valuation would be for a Homeclick stock if they roll into GFME (appearing likely with management changes) I looked through a few things that might provide us a bit more insight.
Internet Retailer Rank
Here's what we last knew with regards to Homeclick from 2009. This was from last spring at around the same time as the bankruptcy and in the midst of the recession. It may help give us some indications of revenue at the time.
http://www.internetretailer.com/2009/03/27/home-d-cor-products-ceases-operations
Here is confirmation from an April 2009 Online Trust Alliance List on the No. 143 number:
http://docs.google.com/viewer?a=v&q=cache:e8WKOFykrfsJ:https://otalliance.org/docs/Apr09%2520InternetRetailers.pdf+homeclick+internet+top+200+retailer&hl=en&gl=us&pid=bl&srcid=ADGEESiI8pH06WsdWSIYx8hBABUlRMDFdb3MP8nMpzGVQ2rBq49OVCqfcJ50P2vlqCT6kq2Cn-nSBR16qhFqsA6-tghrFnFKYaXJk4GFnH0-Puz2nE2bM4RW4J4koq3xuIKPQtIKnIMR&sig=AHIEtbQyiV0YfREvtGUfDQke_hbxPFhbIw
As of last year's report that put the company a little below the National Football League, Brookstone, Bed Bath & Beyond and a little above Dillards, Inc. & Coach Inc.
Revenue Potential
So how about revenue numbers? Here are some more details regarding this year's numbers.
http://www.internetretailer.com/2010/05/27/top-500-guide?p=2
In it they mention Aeropostale @ No. 118 with on-line revenues of $129 Million and The Buckle Inc. @ No. 217 with on-line revenues of $52.3 Million. It would be a good bet that Homeclick's most likely revenue numbers should be somewhere in that range.
However, I also wanted to check web stats for Homeclick to see how significant the drop off in traffic was after the bankruptcy filing and if and how well they have been able to recover since then. Here are the charts.
Reach
Traffic Rank
It appears to show a drop off in ranking and reach with the bankruptcy in the spring of 2009 and then a slow and steady uptick starting in June 2009 when Holtzman and Gartenhaus brought it back online. Since then, they are now approaching levels pre-bankruptcy.
** (Update): Website Analytics from Quantcast
http://www.quantcast.com/homeclick.com
Other Public Companies on List
To figure out what pps could look like, I looked for other public companies in the same range on the Internet Retailer List (from #100 - #200). I also place GFME in there (next to Home Decor) as a way to give some perspective if Homeclick does indeed R/M. I believe this gives us a better idea of not only valuation potential, but also the potential for an uplist.
#101 - Delia's, Inc (NASDAQ:DLIA)
Shares Outstanding: 31.31 M
Market Cap: $56.67 M
#103 - Charming Shoppes, Inc. (NASDAQ:CHRS)
Shares Outstanding: 115.46 M
Market Cap: $421.43 M
#107 - Ann Taylor Stores Corp. (NYSE:ANN)
Shares Outstanding: 59.04 M
Market Cap: $1.41 B
#109 - PetMed Express (NASDAQ: PETS)
Shares Outstanding: 22.78 M
Market Cap: $387.09 M
#116 - Game Stop Corp. (NYSE:GME)
Shares Outstanding: 150.35 M
Market Cap: $3.16 B
#123 - Dick's Sporting Goods, Inc. (NYSE:DKS)
Shares Outstanding: 115.88 M
Market Cap: $3.94 B
#128 - Bluefly, Inc. (NASDAQ:BFLY)
Shares Outstanding: 24.61 M
Market Cap: $59.55 M
#134 - Bed, Bath & Beyond (NASDAQ:BBBY)
Shares Outstanding: 259.11 M
Market Cap: $11.31 B
#136 - American Greetings Corporation (NYSE:AM)
Shares Outstanding: 40.07 M
Market Cap: $835.16 M
#137 - Indigo Books & Music, Inc. (TSE:IDG)
Shares Outstanding: 24.87 M
Market Cap: $381.75 M
#142 - Vitacost.com, Inc. (NASDAQ:VITC)
Shares Outstanding: 27.76 M
Market Cap: $186.53 M
#143 - Home Decor Products, Inc. (now Homeclick LLC)
**If Homeclick was rolled into GFME this is how things looks at the moment.
Shares Outstanding: 5.09 M
Market Cap: $4.33 M
#146 - Coach, Inc. (NYSE:COH)
Shares Outstanding: 296.38 M
Market Cap: $16.15 B
#147 - Dillards, Inc. (NYSE:DDS)
Shares Outstanding: 66.08 M
Market Cap: $2.10 B
#155 - NBTY, Inc. (NYSE:NTY)
Shares Outstanding: 63.42 M
Market Cap: $3.49 B
#161 - The Finish Line, Inc. (NASDAQ:FINL)
Shares Outstanding: 53.32 M
Market Cap: $918.65 M
#167 - Frederick's of Hollywood, Inc. (AMEX:FOH)
Shares Outstanding: 38.33 M
Market Cap: $36.41 M
#170 - Zale Corp. (NYSE:ZLC)
Shares Outstanding: 32.11 M
Market Cap: $103.07 M
#172 - Green Mountain Coffee Roasters, Inc. (NASDAQ:GMCR)
Shares Outstanding: 131.95 M
Market Cap: $4.11 B
#173 - Autozone, Inc. (NYSE:AZO)
Shares Outstanding: 44.63 M
Market Cap: $11.27 B
#175 - Select Comfort Corp. (NASDAQ:SCSS)
Shares Outstanding: 55.42 M
Market Cap: $464.93 M
#183 - Discovery Communications, Inc. (NASDAQ:DISCA)
Shares Outstanding: 284.32 M
Market Cap: $12.11 B
#186 - Vitamin Shoppe, Inc. (NYSE:VSI)
Shares Outstanding: 27.91 M
Market Cap: $881.93 M
#188 - Under Armour, Inc. (NYSE: UA)
Shares Outstanding: 51.00 M
Market Cap: $2.67 B
#190 - Jos. A. Bank Clothiers, Inc. (NASDAQ:JOSB)
Shares Outstanding: 27.53 M
Market Cap: $1.19 B
Every stock between #100 & #200 on the Internet Retail list is on the Big Boards. This reinforces my belief that if Homeclick does indeed roll into GFME uplisting is the most likely scenario. That said, many of the companies that I have listed above have operations beyond on-line so it makes it difficult to compare revenue numbers. However, to give you an idea, the closest company on that list to Home Decor (#143) was Vitacost (#142) which is an all on-line company and it is currently trading on the Nasdaq and has a market cap of $180.98 Million.
PRICING POTENTIAL
This is always very hard to gauge and I'm not really going to attempt to. However, I think there are a couple things to keep in mind when looking at it.
First, Holtzman's guarantee to Foreman of a minimum $20 million market cap or he would give Foreman $1 million in preferred shares. That's a pretty confident move that this will at least be in the $4-5 range. It also happens to coincide with a potential NYSE listing price.
That brings us to Listing Requirements. As virtually everything Holtzman has been a part of it at one point or another ends up on big boards, it is important to remember what the listing requirements are. As an example, NYSE (the exchange Holtzman is most familiar with) requires at least a 1.1 million public float and a market cap of $100 million for listing (IPO's only require $40 million from my understanding). It also requires $4/shr. My bet is on the NYSE based on Holtzman's experience, but certainly Nasdaq and AMEX would also be possible. Each of those would also require a much higher pps. I'm of the belief Holtzman and Gartenhaus didn't spend what I am assuming is quite a bit to acquire these assets if their ultimate goal was not uplisting.
Even if they had a $10 million annual profit with current SS this could be valued well past $10 with the current share structure. You can, of course, imagine from there, how much higher it could go long-term with revenues and profit more significant than that.
SPLIT POTENTIAL
The last element you have to always take into account is any chance of a reverse split. While the O/S, Float and A/S situation and favorable share structure all argue heavily against that possiblity here are a couple angles I looked at in an attempt to be thorough. Each of them and all that I have found continues to argue against this possibility.
(1) Eliminating Shareholders
Of course they could do one to try and get rid of the tiny shareholders,but I would be surprised. 1/10 would bring the O/S down to ~500,000 and would only take out those with less than 10 shares. 1/100 would bring the O/S down to ~ 50,000 shares and only take out those with less than 100 shares. Add in all signs pointing to potential uplist and no reason for them to decrease the number of shareholders they have when that would hurt them on minimum shareholder count towards a potential uplist.
(2) The Foreman Situation
They just gave Foreman 1,799,743 shares as a way to settle some previous disagreements with previous president he had. I know Holtzman and Foreman were close in dealings they had with CMRG. In exchange the Nation's Health deal will continue to provide revenue for GFME. Combine that 8-K agreement for shares with this additional point by Holtzman (which we showed earlier in DD) and I can only think an R/S would make this a legal mess.
(3) Holtzman as Shareholder Activist
Holtzman has been called a shareholder activist for a reason. There have been numerous times where he has stood up for shareholder interests. I believe he may end up playing a similar role here. Here are a couple of times that he has acted as a shareholder activist.
http://www.prnewswire.com/news-releases/riskmetrics-group-inc-supports-seymour-holtzmans-proposal-to-declassify-the-board-of-directors-of--lakeland-industries-inc-96287283.html
http://www.just-style.com/news/seymour-holtzman-opposes-blair-takeover-bid_id96307.aspx
I've never seen him do an R/S on any of the stocks he has been on. Much as when he was cleaning up CMRG when he took over, he cleaned it up and then passed it back to new management etc. I think he generally makes money on his common shares holdings, that's his pay.
(4) Previous Indication of Revenue from Homeclick
Based on the $90 million revenues of Homeclick previously and the way they have been rolling out these filings I believe it will reach the minimum uplist PPS without any need for an R/S. I believe, in the end, that long-term the greater likelihood remains on an F/S, than an R/S.
MERGER CHECKLIST
5/2009 - Acquire Company you plan to take public (Check)
Holtzman & Gartenhaus acquire Homeclick assets.
2/2010 - Take Over R/M Candidate (Check)
Holtzman, Chairman of the Board, takes over as CEO of GFME
5/2010 - Consolidate Shares (Check)
Holtzman buys up shares
6/2010 - Settle previous company issues (Check)
Makes share deal with Foremans that guarantees them at least $20 million market cap.
6/2010 - Bring additional assets into company (Check - not a necessity, but nice nonetheless)
Announcement of potential Nation's Health/Foreman deal
10/2010 - Finalize outstanding deals (Check)
Agreement with Nation's Health and George Foreman completed
10/2010 - Prepare Filings (Check)
Appoints new auditor to get financials for EOY 2008 & 2009 ready
11/2010 - Officer Changes (Check)
Gartenhaus appointed CEO and Home Decor CFO Swatek appointed as Senior Vice President
12/2010 - Deal with remaining financial obligations (Andersen & Holtzman entities) (Check)
Deals with interest payments. Interest waived on first set of notes (Andersen holds First Notes) & payments made for second set of notes (Holtzman entities hold Second Notes)
IN THE END
In the end, the story of GFME is evolving day to day. From June we have learned we have a tiny float stock, in which Foreman and Holtzman have taken sizable positions. We found out the money Foreman earns from Nation's Health deal will be split with company as long as deal exists, providing a consistent revenue stream. We found out in October that they have hired an auditor to get all of their filings current. In November we were given the biggest hint of what would happen here with Gartenhaus becoming CEO and bringing in Swatek as a Director. In December they filed that they were dealing with notes issues. Now we just await news on the many forward looking events that their filings have pointed towards. Based on the speed of the filings just a matter of time before Holtzman, Gartenhaus and team tell us what the next move is.
DD Contributions by: texasoil, rylawi, toucan, cautionupahead, stockman69, levelnever, emeraldcityking009, hokiefan95
Disclosure: I hold a long position in GFME
**I am writing this post to help serve as a centralized hub for all things GFME, to collect all the DD people have done and hopefully serve as a launching board for investors to start their own DD. I will do my best to provide links so you can follow where the research is coming from and I have also tried to provide some screenshots for additional information as well. As the GFME story unfolds I will continue to update this post. Please let me know either if you see any mistakes or you believe I've left anything important off. As always this is not meant to supplant your own DD, only complement it. Be aware that mixed in with facts here there is speculation and I am definetly not a financial adviser. So do your own research to either back up or refute mine. In the end, the more we know the better. Below, I do my best to spell out both the GFME story as I currently understand it.
Updated DD (Sections with updates will be notated by ** Update): Homeclick Valuation Potential, Newly Registered Trademarks (Yardstar, Hechinger), George Foreman's Commercials for Nation's Health, Brands Acquired by Home Decor/Homeclick (Hechinger, Builder's Square), Note from Homeclick's Director of Marketing, More on Net Operating Loss, Merger Checklist, Website Analytics from Quantcast
WILL GFME BE HOLTZMAN'S MASTERPIECE?
George Foreman (fighter/entrepreneur/businessman) and Seymour Holtzman (lifelong investor/shareholder activist) both may be heading into the twilight of their careers, but they may have one last surprise for us all. Based on the last six months and the recent filings of GFME, they may be part of one of the year's biggest R/M's. Every GFME filing brings new revelations and new potential, each one better than the last IMO. With their release of an 8-K in November, we are finally getting a glimpse of a potential blockbuster R/M with a company called Homeclick. At last count Home Decor Products (parent of Homeclick) was bringing in ~ $90,000,000 in revenue a year. Combine all this with an estimated float ~1.2 Million and the fact that virtually every company Holtzman has touched has been on the big boards (Casual Male Retail Group, Jewelcor Inc., Gruen Marketin Corporation among others) and investors would be remiss not to pay close attention.
For those of us who have been following GFME since the Spring, it's been an amazing lesson in DD and the value of reading filings. As some have remarked in many ways the filings released since June have been acting like PR's, giving us little hints here and there of what may be next. Below is a little more on what has been found. As the story evolves, this DD post will grow and evolve.
SHARE STRUCTURE
A/S: 25,000,000
O/S: 5,097,116
Float: ~1,221,179 (Based on Holtzman/Foreman/NITE Holdings)
INSIDER HOLDINGS
Knight Securities (NITE) - 256 shares - (from SC13G/A on October 6)
George Foreman and sons - 1,799,743 shares - (based on June Agreement
Jewelcor Management Inc. (Holtzman Entity) - 153,766 (from SC13D on May 25)
Jewelcor Investments LLC (Holtzman Entity) - 80,000 (from SC13D on May 25)
Seymour Holtzman - 1,842,172 - (from SC13D on May 25)
Total shares owned by institutions or insiders based on last report: 3,875,937
** (Update): BRIEF TIMELINE FOR GFME
2/25/09 - GFME filings indicate problem with payments to the Foremans
4/09 - Home Decor Products files for Chapter 11 Bankruptcy
4/09-6/09 - Chuck Gartenhaus & Seymour Holtzman acquire assets of Home Decor Products and role it into Homeclick LLC
2/28/10 - Efrem Gerzsberg, President & Director of GFME resigns. Seymour Holtzman takes over the operation.
5/25/10 - SC 13D/A shows Seymour Holtzman and his entities have been acquiring shares
6/4/10 - 8-K announces deal with Nation's Health (Company will share with Foreman in revenue during his gig as spokesman for Nation's Health). In exchange he receives 1,799,743 shares of GFME. Resolves previous issues with Foremans.
6/4/10 - 8-K also announces that it will remove references of Foreman from company. It states that there will be a vote on a name change with a subsequent PR.
10/13/10 - Announced hiring of Madsen & Associates, CPA to bring filings up-to-date.
11/8/10 - 8-K announces resignation of Holtzman and announces appointment of Chuck Gartenhaus, President of Homeclick LLC and John Swatek, ex-CFO of Home Decor Products.
12/10/10 - 8-K announces company dealing with note holders
Since February there have been 15 filings, one every month except for May and September:
http://www.otcmarkets.com/stock/GFME/financials
FORWARD LOOKING EVENTS
While I list timeline events above, here are anticipated forward looking events based primarily on mentions in previous filings.
(1) Audited Financials (Announced in 8-K on October 13th)
(2) Name Change (Announced in 8-K on June 4th)
(3) PR (Announced in 8-K on June 4th)
(4) Nation's Health Roll-out. As part of deal with George Foreman GFME is left with recurring revenue from deal he made with Nation's Health.
TRADING ACTIVITY
Daily Chart (As of 1/13/11)
Weekly Chart (As of 1/13/11)
HOW DOES DEAL GFME MADE WITH NATION'S HEALTH FIT IN WITH R/M?
It is my belief that it was a parting gift as part of the deal Holtzman and Foreman put together, he would get ~ 1.8 million shares and Foreman would agree to split revenue with GFME as long as the Nation's Health deal runs, adding a consistent revenue stream for GFME. The following part of the 8-K seems to show that the company will, in the long run, no longer be connected with Foreman. The filing today seems to confirm the case.
** (Update): Here are a few of the commercials recorded by Foreman for Nation's Health as part of this deal. We have no confirmation as to whether these commercials have seen airtime yet.
http://www.nationshealth.com/enrollwithgeorge
And a little more on Nation's Health:
http://www.manta.com/c/mm01jn3/nations-health-inc
** (Update): NET OPERATING LOSS
Why utilize GFME for reverse merger with Homeclick?
What's the major incentive for Homeclick to merge in here from a strictly financial basis? While we don't know where GFME stands from a cash/asset basis as we await updated filings, we do have indications on the potential NOL to be utilized. We know from previous filings that it appears at the minimum the NOL is $189,220,861 (from the last 10-Q). I have rarely seen a NOL in this range from all the R/M's I have followed. ~$189 million is significant, although I would expect it is more than that now. This IMO is the major incentive to bringing Homeclick into GFME regardless of any other significant assets there may or may not be (Nation's Health deal etc..).
Of course, as many R/M veterans who have studied and researched them before know the ability to utilize the NOL depends on a number of factors. And you need to go through and study each one of them to gauge how and if it can be utilized. The primary reason for limitations on the NOL is a significant change in ownership. Generally if there is more than a 50% decrease in ownership, then there will be limitations on the usage of NOL's. Other things that can limit the usage of NOL post merger are share issuance, warrants etc. and other state by state situations. As Holtzman owns significant chunks of both Homeclick and GFME, it is very feasible that they can utilize and retain most of this NOL in a post merger entity. Keep in mind if they were to issue too many shares as part of a merger and change the ownership, those limitations would come into affect, limiting how they could use the NOL and the amount they could utilize. In fact, it seems quite likely to me at least that has been part of his plan since 2009 when he started acquiring shares and also consolidating shares into his hands from his other business entities. The $189 million NOL is just another interesting piece of the puzzle to look at.
WHAT DO WE KNOW ABOUT HOMECLICK/HOME DECOR?
We know Holtzman was an investor with them in the past as well as former Chairman of the Board:
http://www.thefreelibrary.com/HomeClick+Receives+$5+Million+from+Investor+Seymour+Holtzman;+Online...-a0113064163
We also know at last report Home Decor was bringing in ~$100,000,000 in revenue in 2006. It was listed on Inc. 500 List of Fastest Growing Companies. It also was recognized as the #5 Internet Retailer for the Home. We also know it went bankrupt in April 2009 and that's when Holtzman and Gartenhaus stepped in and acquired the companies assets. They then brought it back on-line in June 2009.
Here is more from Wikipedia on Homeclick & Home Decor:
This is the list of website assets that Home Decor had:
Of these it appears they consolidated a number of these sites into Homeclick.com. The ones that now link back to Homeclick.com are Hechinger.com, ChefsCorner.com, KnobsandThings.com, PoolClick.com & ChristmasCatalog.com.
Here are the following websites that are operational and run by Homeclick (w/screenshots):
Homeclick.com
AbsoluteHome.com
BuildersSquare.com
Barbecues.com
Note from President Gartenhaus to Homeclick Customers (9/3/10):
** (Update): Note from Director of Marketing, Arthur Freydin, to previous customers of Home Decor (soon after Gartenhaus/Holtzman takeover):
** (Update): HECHINGER & BUILDER'S SQUARE ACQUISITION
Here is a little more on Hechinger and Builder's Square, two significant brand names in home improvement that Home Decor/Homeclick acquired through bankruptcy:
Builder's Square:
More on Builders Square. Perhaps some of you remember this big box home improvement retailer from a number of years back. Either way here's the wiki on it and how it was sold by Kmart and eventually came into Home Decor/Homeclick's hands.
Http://wikipedia.org/wiki/Builders_Square
Hechinger:
In addition to Builders Square here is a little more on Hechinger and how Home Decor/Homeclick came to acquire brand name. It appears to me from the DD that with Builders Square they may have acquired some of their facilities for their online operations in addition to name usage. With Hechinger it appears they acquired the brand name along with product lines associated with it.
Http://wikipedia.org/wiki/hechinger
Here's a Washington Post article on Home Decor's acquisition of Hechinger:
http://www.washingtonpost.com/wp-dyn/content/article/2006/03/27/AR2006032701623_pf.html
** (Update): NEWLY REGISTERED TRADEMARKS
Last month Homeclick filed for two new trademarks for the first time since 2006. Here is more info. on the Hechinger and Yardstar trademarks.
http://www.trademarkia.com/hechinger-85189606.html
http://www.trademarkia.com/yardstar-85189644.html
** (Update): HOMECLICK VALUATION POTENTIAL
In an effort to get a better grasp on what a proper valuation would be for a Homeclick stock if they roll into GFME (appearing likely with management changes) I looked through a few things that might provide us a bit more insight.
Internet Retailer Rank
Here's what we last knew with regards to Homeclick from 2009. This was from last spring at around the same time as the bankruptcy and in the midst of the recession. It may help give us some indications of revenue at the time.
http://www.internetretailer.com/2009/03/27/home-d-cor-products-ceases-operations
Here is confirmation from an April 2009 Online Trust Alliance List on the No. 143 number:
http://docs.google.com/viewer?a=v&q=cache:e8WKOFykrfsJ:https://otalliance.org/docs/Apr09%2520InternetRetailers.pdf+homeclick+internet+top+200+retailer&hl=en&gl=us&pid=bl&srcid=ADGEESiI8pH06WsdWSIYx8hBABUlRMDFdb3MP8nMpzGVQ2rBq49OVCqfcJ50P2vlqCT6kq2Cn-nSBR16qhFqsA6-tghrFnFKYaXJk4GFnH0-Puz2nE2bM4RW4J4koq3xuIKPQtIKnIMR&sig=AHIEtbQyiV0YfREvtGUfDQke_hbxPFhbIw
As of last year's report that put the company a little below the National Football League, Brookstone, Bed Bath & Beyond and a little above Dillards, Inc. & Coach Inc.
Revenue Potential
So how about revenue numbers? Here are some more details regarding this year's numbers.
http://www.internetretailer.com/2010/05/27/top-500-guide?p=2
In it they mention Aeropostale @ No. 118 with on-line revenues of $129 Million and The Buckle Inc. @ No. 217 with on-line revenues of $52.3 Million. It would be a good bet that Homeclick's most likely revenue numbers should be somewhere in that range.
However, I also wanted to check web stats for Homeclick to see how significant the drop off in traffic was after the bankruptcy filing and if and how well they have been able to recover since then. Here are the charts.
Reach
Traffic Rank
It appears to show a drop off in ranking and reach with the bankruptcy in the spring of 2009 and then a slow and steady uptick starting in June 2009 when Holtzman and Gartenhaus brought it back online. Since then, they are now approaching levels pre-bankruptcy.
** (Update): Website Analytics from Quantcast
http://www.quantcast.com/homeclick.com
Other Public Companies on List
To figure out what pps could look like, I looked for other public companies in the same range on the Internet Retailer List (from #100 - #200). I also place GFME in there (next to Home Decor) as a way to give some perspective if Homeclick does indeed R/M. I believe this gives us a better idea of not only valuation potential, but also the potential for an uplist.
#101 - Delia's, Inc (NASDAQ:DLIA)
Shares Outstanding: 31.31 M
Market Cap: $56.67 M
#103 - Charming Shoppes, Inc. (NASDAQ:CHRS)
Shares Outstanding: 115.46 M
Market Cap: $421.43 M
#107 - Ann Taylor Stores Corp. (NYSE:ANN)
Shares Outstanding: 59.04 M
Market Cap: $1.41 B
#109 - PetMed Express (NASDAQ: PETS)
Shares Outstanding: 22.78 M
Market Cap: $387.09 M
#116 - Game Stop Corp. (NYSE:GME)
Shares Outstanding: 150.35 M
Market Cap: $3.16 B
#123 - Dick's Sporting Goods, Inc. (NYSE:DKS)
Shares Outstanding: 115.88 M
Market Cap: $3.94 B
#128 - Bluefly, Inc. (NASDAQ:BFLY)
Shares Outstanding: 24.61 M
Market Cap: $59.55 M
#134 - Bed, Bath & Beyond (NASDAQ:BBBY)
Shares Outstanding: 259.11 M
Market Cap: $11.31 B
#136 - American Greetings Corporation (NYSE:AM)
Shares Outstanding: 40.07 M
Market Cap: $835.16 M
#137 - Indigo Books & Music, Inc. (TSE:IDG)
Shares Outstanding: 24.87 M
Market Cap: $381.75 M
#142 - Vitacost.com, Inc. (NASDAQ:VITC)
Shares Outstanding: 27.76 M
Market Cap: $186.53 M
#143 - Home Decor Products, Inc. (now Homeclick LLC)
**If Homeclick was rolled into GFME this is how things looks at the moment.
Shares Outstanding: 5.09 M
Market Cap: $4.33 M
#146 - Coach, Inc. (NYSE:COH)
Shares Outstanding: 296.38 M
Market Cap: $16.15 B
#147 - Dillards, Inc. (NYSE:DDS)
Shares Outstanding: 66.08 M
Market Cap: $2.10 B
#155 - NBTY, Inc. (NYSE:NTY)
Shares Outstanding: 63.42 M
Market Cap: $3.49 B
#161 - The Finish Line, Inc. (NASDAQ:FINL)
Shares Outstanding: 53.32 M
Market Cap: $918.65 M
#167 - Frederick's of Hollywood, Inc. (AMEX:FOH)
Shares Outstanding: 38.33 M
Market Cap: $36.41 M
#170 - Zale Corp. (NYSE:ZLC)
Shares Outstanding: 32.11 M
Market Cap: $103.07 M
#172 - Green Mountain Coffee Roasters, Inc. (NASDAQ:GMCR)
Shares Outstanding: 131.95 M
Market Cap: $4.11 B
#173 - Autozone, Inc. (NYSE:AZO)
Shares Outstanding: 44.63 M
Market Cap: $11.27 B
#175 - Select Comfort Corp. (NASDAQ:SCSS)
Shares Outstanding: 55.42 M
Market Cap: $464.93 M
#183 - Discovery Communications, Inc. (NASDAQ:DISCA)
Shares Outstanding: 284.32 M
Market Cap: $12.11 B
#186 - Vitamin Shoppe, Inc. (NYSE:VSI)
Shares Outstanding: 27.91 M
Market Cap: $881.93 M
#188 - Under Armour, Inc. (NYSE: UA)
Shares Outstanding: 51.00 M
Market Cap: $2.67 B
#190 - Jos. A. Bank Clothiers, Inc. (NASDAQ:JOSB)
Shares Outstanding: 27.53 M
Market Cap: $1.19 B
Every stock between #100 & #200 on the Internet Retail list is on the Big Boards. This reinforces my belief that if Homeclick does indeed roll into GFME uplisting is the most likely scenario. That said, many of the companies that I have listed above have operations beyond on-line so it makes it difficult to compare revenue numbers. However, to give you an idea, the closest company on that list to Home Decor (#143) was Vitacost (#142) which is an all on-line company and it is currently trading on the Nasdaq and has a market cap of $180.98 Million.
PRICING POTENTIAL
This is always very hard to gauge and I'm not really going to attempt to. However, I think there are a couple things to keep in mind when looking at it.
First, Holtzman's guarantee to Foreman of a minimum $20 million market cap or he would give Foreman $1 million in preferred shares. That's a pretty confident move that this will at least be in the $4-5 range. It also happens to coincide with a potential NYSE listing price.
That brings us to Listing Requirements. As virtually everything Holtzman has been a part of it at one point or another ends up on big boards, it is important to remember what the listing requirements are. As an example, NYSE (the exchange Holtzman is most familiar with) requires at least a 1.1 million public float and a market cap of $100 million for listing (IPO's only require $40 million from my understanding). It also requires $4/shr. My bet is on the NYSE based on Holtzman's experience, but certainly Nasdaq and AMEX would also be possible. Each of those would also require a much higher pps. I'm of the belief Holtzman and Gartenhaus didn't spend what I am assuming is quite a bit to acquire these assets if their ultimate goal was not uplisting.
Even if they had a $10 million annual profit with current SS this could be valued well past $10 with the current share structure. You can, of course, imagine from there, how much higher it could go long-term with revenues and profit more significant than that.
SPLIT POTENTIAL
The last element you have to always take into account is any chance of a reverse split. While the O/S, Float and A/S situation and favorable share structure all argue heavily against that possiblity here are a couple angles I looked at in an attempt to be thorough. Each of them and all that I have found continues to argue against this possibility.
(1) Eliminating Shareholders
Of course they could do one to try and get rid of the tiny shareholders,but I would be surprised. 1/10 would bring the O/S down to ~500,000 and would only take out those with less than 10 shares. 1/100 would bring the O/S down to ~ 50,000 shares and only take out those with less than 100 shares. Add in all signs pointing to potential uplist and no reason for them to decrease the number of shareholders they have when that would hurt them on minimum shareholder count towards a potential uplist.
(2) The Foreman Situation
They just gave Foreman 1,799,743 shares as a way to settle some previous disagreements with previous president he had. I know Holtzman and Foreman were close in dealings they had with CMRG. In exchange the Nation's Health deal will continue to provide revenue for GFME. Combine that 8-K agreement for shares with this additional point by Holtzman (which we showed earlier in DD) and I can only think an R/S would make this a legal mess.
(3) Holtzman as Shareholder Activist
Holtzman has been called a shareholder activist for a reason. There have been numerous times where he has stood up for shareholder interests. I believe he may end up playing a similar role here. Here are a couple of times that he has acted as a shareholder activist.
http://www.prnewswire.com/news-releases/riskmetrics-group-inc-supports-seymour-holtzmans-proposal-to-declassify-the-board-of-directors-of--lakeland-industries-inc-96287283.html
http://www.just-style.com/news/seymour-holtzman-opposes-blair-takeover-bid_id96307.aspx
I've never seen him do an R/S on any of the stocks he has been on. Much as when he was cleaning up CMRG when he took over, he cleaned it up and then passed it back to new management etc. I think he generally makes money on his common shares holdings, that's his pay.
(4) Previous Indication of Revenue from Homeclick
Based on the $90 million revenues of Homeclick previously and the way they have been rolling out these filings I believe it will reach the minimum uplist PPS without any need for an R/S. I believe, in the end, that long-term the greater likelihood remains on an F/S, than an R/S.
MERGER CHECKLIST
5/2009 - Acquire Company you plan to take public (Check)
Holtzman & Gartenhaus acquire Homeclick assets.
2/2010 - Take Over R/M Candidate (Check)
Holtzman, Chairman of the Board, takes over as CEO of GFME
5/2010 - Consolidate Shares (Check)
Holtzman buys up shares
6/2010 - Settle previous company issues (Check)
Makes share deal with Foremans that guarantees them at least $20 million market cap.
6/2010 - Bring additional assets into company (Check - not a necessity, but nice nonetheless)
Announcement of potential Nation's Health/Foreman deal
10/2010 - Finalize outstanding deals (Check)
Agreement with Nation's Health and George Foreman completed
10/2010 - Prepare Filings (Check)
Appoints new auditor to get financials for EOY 2008 & 2009 ready
11/2010 - Officer Changes (Check)
Gartenhaus appointed CEO and Home Decor CFO Swatek appointed as Senior Vice President
12/2010 - Deal with remaining financial obligations (Andersen & Holtzman entities) (Check)
Deals with interest payments. Interest waived on first set of notes (Andersen holds First Notes) & payments made for second set of notes (Holtzman entities hold Second Notes)
IN THE END
In the end, the story of GFME is evolving day to day. From June we have learned we have a tiny float stock, in which Foreman and Holtzman have taken sizable positions. We found out the money Foreman earns from Nation's Health deal will be split with company as long as deal exists, providing a consistent revenue stream. We found out in October that they have hired an auditor to get all of their filings current. In November we were given the biggest hint of what would happen here with Gartenhaus becoming CEO and bringing in Swatek as a Director. In December they filed that they were dealing with notes issues. Now we just await news on the many forward looking events that their filings have pointed towards. Based on the speed of the filings just a matter of time before Holtzman, Gartenhaus and team tell us what the next move is.
DD Contributions by: texasoil, rylawi, toucan, cautionupahead, stockman69, levelnever, emeraldcityking009, hokiefan95
Disclosure: I hold a long position in GFME
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