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shocked that the results of the auction are not public yet.
HearUSA Qualifies Siemens' Bid, Responds to Equity Committee Objection
http://thediligentinvestor.blogspot.com/2011/07/hearusa-qualifies-siemens-bid-responds.html
Ain't we all. 15% is always better than 30% when it comes to Uncle Sam.
Got time to play it out until then.
Oh yea, I'm still around. Still in that other one too haha.
Fantastic update. I am not sure how you do it but I am continually amazed at your information gathering abilities and then your ability to analyze, understand and make decisions from it.
Does anyone know the process of the bids tomorrow?
If this a competing bids sort of thing (Nortel most recently) or is it a 1-time closed bid (think gov't contract).
It should be if the lawyers don't suck it dry
Good to see you here GBE.
Thanks for the update.
Siemens Bid for HearUSA Not Yet Qualified
http://thediligentinvestor.blogspot.com/
Good stuff. Thanks.
HearUSA Equity Committee Objects to Sale as Siemens Shoots for the Moon on Alleged Contract Rejection Damage Claims
http://thediligentinvestor.blogspot.com/2011/07/hearusa-equity-committee-objects-to.html
seems low but i am guessing it's just to get them into the game for Friday.
does anyone have a good sense of other liabilities and the amount? (ex seimens of course which is absurdly too high in my opinion)
The EC has just objected to the sale. I'll get back to you.
Thanks for the note. I was expecting something to heat up before July 29th but I wasn't look at PACER. The last file out for free was on July 20th.
Just glanced at PACER, seems like a little summary of Siemens is out there under docket #335. $97.574M but there are two caveats; $37.4M for Siemens for supply agreement and $30.7M for the secured claim. The $30.7M is simiar to the $31.4M for Demant (I think).
I think this is a lesser bid:
Demant ($80 - $10 DIP - $31.4 Siemens Supply) = $38.6 - amounts to other creditors etc.
Siemens ($97.5 - $31.4 Siemens Supply - $37.4) = $28.7 left for everything else.
I'm not good at this stuff as its greek to me and my eyes are killing me. Thoughts?
Just gotta laugh at that one!!! But it is good news.
Shermann
Siemens Submits Qualified Bid in HearUSA Auction
http://thediligentinvestor.blogspot.com/2011/07/siemens-submits-qualified-bid-in.html
do you know if commons will survive?
Case Updates: HearUSA and Seahawk Drilling 07.04.11
http://thediligentinvestor.blogspot.com/2011/07/case-updates-hearusa-and-seahawk.html
Current symbol is HEARQ and is at .40
Shermann
EAR : delisted to OTC . New ticker symbol HEAR .
http://www.otcbb.com/asp/dailylist_detail.asp?d=05/25/2011&mkt_ctg=NON-OTCBB
HearUSA Inc: Rather strange bedfellows ($EAR, $SI)
By Frank Voisin on May 16th, 2011
HearUSA, Inc. (AMEX: EAR) selling hearing aids through 175 company-owned centers, its e-commerce website and a network of independent partners. The company trades (as of 5/16) for $0.305/share vs book value per share of $0.47 (as the most recent balance sheet, Dec 25 2010 so admittedly out of date). The stock has lost approximately 2/3 of its value this year, and the story behind this decline is perhaps one of the strangest I’ve come across.
First, the cast. EAR’s major shareholders include:
•Siemens Hearing Instruments, Inc the division of Siemens AG (NYSE: SI) responsible for hearing aids. This division owns (as of the SC-13D filing on 3/17) 14.1% of EAR.
•Arcadia Capital Advisors, LLC, an activist hedge fund which owns (as of the SC-13D filing on 3/18) 9.5% of EAR.
Second, the background. EAR and SI have had a long-standing relationship. SI and EAR entered into a Credit Agreement in 2006 whereby SI extended a $50 million credit facility to EAR (secured by substantially all of EAR’s assets). This agreement also obligated EAR to, in the event of any asset sales, remit to SI for the purpose of reducing the outstanding balance of the credit facility, a fixed percentage of the net proceeds (proceeds less estimated expenses). They also entered into a Supply Agreement whereby EAR agreed to purchase 90% of its hearing aids from SI.
In 2009, EAR sold its Canadian operations. EAR calculated the amount it owed SI based on the net proceeds. It is important to note that there is some subjectivity in this calculation, as expenses are estimated.
Finally, the current situation. On December 22, 2010, the CEO and CFO of SI’s hearing aid division informed EAR that the amount remitted was, in retrospect, not enough, and that EAR owed SI $2.26M immediately. EAR said that it would be unable to pay that amount and asked for a deferral. SI rejected the deferral and suggested that SI could, under its Credit Agreement, seize EAR’s assets (which were used to secure the credit facility). This back-and-forth was announced in SI’s SC-13D filed January 18th. The stock traded down ~38% that day.
On March 4, 2011, Arcadia entered the fray with an SC 13D noting that it had purchased 5.1% of the company. Then, in a follow-up SC 13D/A, Arcadia attached an Open Letter to Shareholders highlighting its concerns regarding SI’s actions:
… We indicated in our letter that we believed Siemens is not being a good partner to HearUSA and that Siemens’ actions intended to manipulate the share price of HearUSA. Specifically, we commented upon the misleading information and potential motivation for Siemens’ 13D SEC filing on January 18, 2011. We also pointed out questionable behavior as revealed by HearUSA’s February 3, 2011 lawsuit, filed against Siemens. Now, we would like to bring to shareholders’ attention another development, which further validates our perspective regarding Siemens’ actions.
We reached out to Siemens Hearing Aid division, at their headquarters in Piscataway, New Jersey, through their main office telephone number at (732) 562-6600. We were informed by Siemens that Mr. Brian Kinnerk (“Kinnerk”), the Chief Executive Officer of Siemens Hearing Instruments in the Americas, is “no longer with the company.” We were surprised, as we had not seen a press release from Siemens announcing this departure. We visited the Siemens website (link provided below) to verify this news, and discovered that Kinnerk’s profile had been removed from the website and there is still no official communication from the company. This suggests to us that Siemens AG, the corporate parent of Siemens Hearing Instruments, might finally be viewing the situation as we do. From our perspective, the recent predatory strategy of the Siemens Hearing Aid division required a change in management. At this time, we urge Siemens to take two further actions:
1.Release an amendment to their 13D, updating HearUSA shareholders on their intentions; and
2.Improve its business practices to be a genuine partner in the growth of HearUSA.
On March 17, SI sent a letter announcing that it was accelerating the remaining payments under the Credit Agreement and demanding payment of $32.7M.
On March 18, Arcadia announced it had increased its holding of EAR to 9.5%.
You might be wondering why I find this so strange. Recall that SI owns 14.1% of EAR (noted above). That ownership amounted to $5.77M before SI announced it had been demanding immediate repayment of the disputed $2.26M. After the announcement, this stake declined to $3.58M, meaning that SI lost nearly ($2.19M) what it was demanding ($2.26M). At today’s price of $0.305, SI’s holding amounts to just $1.9M, so it has lost far more than its original demand. Furthermore, 90% of EAR’s hearing aid sales are SI’s products, so not only was SI suffering a decline in its equity holding of EAR, it was also putting a long-time customer in a weak position, jeopardizing future sales.
Why would a major shareholders and supplier apparently be attempting to force a company to its knees? Some suggest that this is an attempt to grab the company’s assets, allowing SI to get EAR’s retail distribution network for the amount of the current debt outstanding ($32.7M) with no added cost for the 86% of equity SI does not hold. This may be a conspiracy theory, but SI’s actions certainly seem strange. This is possibly the act of a few rogue executives (who, from the Arcadia letter, appear to have been let go!).
EAR has gained a court order restraining SI from taking possession of EAR’s assets until they have fought this case out in court. If EAR ultimately loses, shareholders would be wiped out. If EAR and SI can reach a compromise, EAR may return to a value closer to book, which would represent a greater than 50% gain (though, the balance sheet we have is outdated and given the company’s operating performance there is reason to believe it should trade at a discount to book). I find the whole situation too risky, so I am staying out of it.
http://www.frankvoisin.com/2011/05/16/hearusa-inc-rather-strange-bedfellows-ear/
i'm glad i only took a small position. ah, and i was up 12% too. should have sold it at .34, instead i had my limit order to sell at .35
NEWS out 80 million dollars HearUSA, Inc. Prepares for Sale of Assets WEST PALM BEACH, Fla.--(Business Wire)--May 16, 2011--
WEST PALM BEACH, Fla.--(Business Wire)--May 16, 2011--
HearUSA, Inc. (NYSE Amex: EAR.A), a nationally recognized leader in hearing care, today announced that it has executed an agreement to sell substantially all of its assets to an affiliate of William Demant Holdings A/S, a leading international hearing-care company. The sale will be facilitated with court assistance under chapter 11 of the US Bankruptcy Code pursuant to a voluntary petition filed by the Company today in the Southern District of Florida. The Company announced that it will continue to operate and conduct business as usual pending the closing of the sale.
“After exploring a range of possible alternatives to meet our liquidity needs to operate our business, management and the Board of Directors of HearUSA concluded that a court-supervised sale of our assets is in the best interest of the Company and its stakeholders,” said Gino Chouinard, Interim Chief Executive Officer, President and Chief Operating Officer. “We are committed to continuing our business operations with minimal impact throughout the process and will continue to serve our customers with the high standard of care they have come to expect from us.”
The Company announced that it has entered into an asset purchase agreement in which William Demant will serve as the stalking horse bidder under section 363 of the US Bankruptcy Code. The agreement contemplates a purchase price of $80 million, including $10 million debtor-in-possession financing, plus the assumption of certain liabilities and the payment of certain cure amounts. The Company has entered into the debtor-in-possession financing agreement with William Demant to provide funds sufficient to operate the business during the bankruptcy proceedings and through final sale and wind up. The asset purchase agreement provides that if William Demant is the successful bidder, it will assume repayment of the $10 million loan. Both the asset purchase agreement and the debtor-in-possession financing agreement were filed with the court today. “We believe the DIP financing agreement with William Demant will provide the resources we need to satisfy our obligations to employees, suppliers and customers, and to meet our obligations under our managed care contracts. We are committed to make this a seamless process for all of our stakeholders,” said Chouinard.
To ensure that day-to-day operations continue as usual, the Company has filed “first day” motions seeking assurances from the court that employees will continue to receive their usual pay and benefits on an uninterrupted basis, that the Company can honor its agreements, and that customers will continue receiving goods and services as they normally would. The Company said that as part of the chapter 11 process, it will seek to obtain the “highest and best” offer for its assets. The Company will hold a court-supervised competitive auction for its assets with William Demant’s stalking horse bid as the floor, and seek court approval to close a final transaction. The Company said it expects to close within a matter of months.
Customers, vendors, suppliers and others seeking more information about HearUSA’s court process may contact HearUSA at 1.888.369.8915 or hearusainfo@alixpartners.com. The Company has retained Sonenshine Partners and Berger Singerman, subject to bankruptcy court approval, as its advisors in the bankruptcy and sale process. Interested parties may contact Jennifer Dore Russo of Sonenshine Partners at 1.212.994.3334 concerning the court-supervised competitive auction.
The Company also announced that on May 9, 2011, Stephen J. Hansbrough resigned as Chief Executive Officer and Chairman of the Board of Directors. The Board has appointed Gino Chouinard to serve as Interim Chief Executive Officer.
About HearUSA
HearUSA, Inc. (NYSE Amex: EAR.A) is the recognized leader in hearing care for the nation’s top managed care organizations through its network of more than 1,800 hearing care provider locations, including 134 company-owned centers. HearUSA is the nation’s only hearing care network accredited by URAC, an independent, nonprofit health care accrediting organization dedicated to promoting health care quality through accreditation, certification and commendation. HearUSA is also the administrator of the AARP Hearing Care Program, designed to help millions of American’s aged 50+ who have untreated hearing loss. For more information about HearUSA visit www.hearusa.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including the statements that the Company will continue to operate and conduct business as usual pending the closing of the sale, that the DIP financing agreement with William Demant will provide the resources needed and that a final transaction will close within a matter of months. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statement, including such factors as the company's ability to control costs; the company’s ability to generate the expected cash flows from operations; and the timing and other issues relating to the court processes and required court approvals.
Contact:
for HearUSA, Inc.Michelle Campbell, 972-764-2101
KEYWORD: 'UNITED STATES' 'NORTH AMERICA' 'FLORIDA'
INDUSTRY KEYWORD: 'HEALTH' 'MEDICAL DEVICES' 'GENERAL HEALTH'
SOURCE: HearUSA, Inc.
Copyright Business Wire 2011
support looks good at .29-30 over the past 10 trading days. perhaps ear will move up 10%-20% SOON.
i decided to take a small position today, lets see what happens with siemens over the coming weeks. could pay off in the end, or maybe a merger...???
Perhaps EAR is about to move back up with increase in revenue and sales for Q1 2011
HearUSA Granted Temporary Restraining Order Against Siemens
March 31, 2011 8:30 AM ET
HearUSA, Inc. (NYSE Amex: EAR) announced that on March 29, 2011, the Appellate Division of the New York State Supreme Court granted the motion by HearUSA for a temporary restraining order against Siemens Hearing Instruments, Inc.
Siemens is now enjoined from declaring HearUSA to be in default under the credit agreement, from engaging in self help to collect under the credit agreement and from making any efforts to seize assets or take control of HearUSA's business pending the May 2, 2011 hearing on HearUSA's motion for a preliminary injunction.
The court ordered the temporary restraining order conditioned upon HearUSA continuing to make all payments currently due under the credit agreement, except the disputed amount relating to the Canadian asset sale.
"The court's decision is a positive step toward resolution of our legal dispute with Siemens regarding an alleged prepayment obligation that we believe has already been satisfied," said Stephen J. Hansbrough, HearUSA's chairman and chief executive officer. "We continue to be current in all payments due to Siemens and will continue to vigorously defend our rights to ensure that Siemens does not improperly foreclose on company assets."
About HearUSA
HearUSA, Inc. is the recognized leader in hearing care for the nation's top managed care organizations through its network of more than 2,000 hearing care providers and 176 company-owned centers. HearUSA is the nation's only hearing care network accredited by URAC, an independent, nonprofit health care accrediting organization dedicated to promoting health care quality through accreditation, certification and commendation. HearUSA is also the administrator of the AARP Hearing Care Program, designed to help millions of Americans aged 50+ who have untreated hearing loss.
anyone still following EAR?
whats your take?
I'm expecting .75+ very soon!!!
Agreed and will come very very strong
EXTREMELY OVERSOLD! Watch for the rebound.... it has begun!!!
here ya go.... http://online.wsj.com/article/BT-CO-20110119-708992.html?mod=wsjcrmain
MUNICH (Dow Jones)--Industrial conglomerate Siemens AG (SI) could acquire all or parts of U.S.-based hearing aid retail chain HearUSA Inc. (EAR), with which it has an ongoing dispute over payments, Siemens said in an filing to the Securities and Exchange Commission Tuesday
NEWS on ...Dow jones news wire!
.
Any link on this news?
NEWS!!!!! Seimans to aquire EAR!!!!!
I agree ... very oversold now and will rebound nicely!
.
AH yesterday BIG NEWS
HearUSA Responds to Siemens SEC Filing
WEST PALM BEACH, FL, Jan 18, 2011 --
HearUSA, Inc. (NYSE Amex: EAR) responded this afternoon to statements made by Siemens Hearing Instruments, Inc. in a Schedule 13D filed by Siemens earlier today.
"We are very disappointed that Siemens has taken this negative and heavy-handed approach," said Stephen J. Hansbrough, chairman and CEO of HearUSA. "We are also concerned that the statements made by Siemens in its Schedule 13D fail to provide all of the facts about our relationship with them and our position. We raised legitimate contract issues with our strategic partner concerning their approach to our commercial relationship in what we understood was a confidential discussion on December 22, 2010. In spite of our disagreement with their positions, we continued our attempts to resolve the commercial issues and we clearly advised Siemens of our commitment to meet our obligations to them."
HearUSA plans to issue its fourth quarter and yearend financial results on or about March 24, 2011. "We have not yet finalized our yearend financial statements and our audit is ongoing. We expect to report top line revenues for the fourth quarter of 2010 of approximately $21.5 million, bringing top line fiscal year revenues to approximately $83.4 million. We expect to report a loss for the quarter and the year. We have taken appropriate actions to realign our cost structure with our anticipated cash flows. Average daily order dollars in the first quarter of 2011 are running approximately 13% ahead of the year-ago quarter. HearUSA is confident that with the actions it has taken it will return to profitability in 2011, and we remain committed to growing shareholder value," concluded Hansbrough.
BIG BOUNCE TODAY 0,90 or 1.00 $
beneficial ownership of the Shares
do you even know what the 13D means?
if you do, summarize it please.
WATCH FOR HUGE EOD RUN HERE FROM .66!!!
Is a PR necessary for every state? Been watching this one...looking for a reversal.
Joining the Russell Microcap Index should help.
so jump on it
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Welcome to HearUSA
HearUSA, Inc. (NYSE Amex: EAR) is the recognized leader in hearing care for the nation's top managed care organizations through its network of more than 2,000 hearing care providers and 176 company-owned centers. HearUSA is the nation's only hearing care network accredited by URAC, an independent, nonprofit health care accrediting organization dedicated to promoting health care quality through accreditation, certification and commendation. HearUSA is also the administrator of the AARP Hearing Care Program, designed to help millions of Americans aged 50+ who have untreated hearing loss.
For more information about HearUSA visit www.hearusa.com,
shares outstanding As of March 31, 2011, 44,964,319 shares
SEC Filings
10k/a
http://phx.corporate-ir.net/ phoenix.zhtml?c=80207&p=irol- SECText&TEXT= aHR0cDovL2lyLmludC53ZXN0bGF3Yn VzaW5lc3MuY29tL2RvY3VtZW50L3Yx LzAwMDExN DQyMDQtMTEtMDIzMTk5L3htbA%3d% 3d
new 10% owner as of 4-11-2011
http://phx.corporate-ir.net/ phoenix.zhtml?c=80207&p=irol- SECText&TEXT= aHR0cDovL2lyLmludC53ZXN0bGF3Yn VzaW5lc3MuY29tL2RvY3VtZW50L3Yx LzAwMDExODE0MzEtMTEtMDI1MDQ3L3 htbA%3d%3d
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