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I wouldn't call that his trump card. His trump card is probably exactly how Denver Smith spells it out in his scathing his letter: His shares and his buddy on the board. US Foods is a business deal, and they are not one voice, and I'm sure this business arrangement isn't all personal. The deal doesn't stand or fall with our CEO. It stands or falls on the business. Is it good or bad for them? That's how they have always looked at it and always will I'm sure.
As for him burning down the business as his "trump card," then he shoots himself in the foot. All his shares go down in flames with him. Or, he could stand to benefit like the rest of us with his removal. *Assuming* Pappas and Banderas see eye to eye with Denver Smith. The votes are there.
Either way, doesn't matter. They may see lift off. Or, *everybody* crashes and burns with Sam. Which is the only way it should be. Vested interests on the titanic are underwater already, so it's a very fair arrangement as I see it. I say let the cards fall where they fall.
what are the odds of .......
the big boys decided to dump all their stocks and be over with it?can the stock be had for 3c??again,i am a scavenger,lower than low.
Grease - I think you are correct. He is using this as his, excuse the expression, trump card. If he goes, they could lose their US Foods deal. It wouldn't surprise me if such a threat were made. They are going to have a tough time finding a replacement. This is not going to be an easy turnaround situation and whoever they bring in is going to want a significant income and stock incentive to do the work.
As for the e-commerce side of the business, the company bought into this sales channel without a good understanding of how it works. Not the first time they have done this (see Fresh Diet). Just like Peleton, they may have assumed that pandemic conditions would go on for decades. It didn't and now they have all this debt and another problem division on their hands.
I also agree with you that if Papas and others haven't made a move by now, chances are good they are thinking this isn't worth their effort. First step would be replacing the Board. Maybe I missed it, but it hasn't happened yet to my knowledge. Denver appears to be throwing good money after bad. After that glowing report he wrote on the Fresh Diet acquisition years ago, I'm not counting on his investing acumen to lead the way to a better portfolio.
But even with the 4.5M capital, at the rate they are losing that's only enough runway to get them through Christmas. It's concerning that they've cut marketing. I imagine that will have a huge effect on the e-commerce business in the busy q4 season. It seems like Sam's at least conceding that the e-commerce business can't scale profitably.
If it weren't for the press release from 2 months ago about leaning into e-commerce brand aggregation (which really doesn't make any sense at all to me now knowing they've cut off marketing), I would think, and hope, that they would sell off all the e-commerce brands and go back to food service.
There's no doubt Pappas and friends are smart guys. But I'm not convinced they aren't being had. They wouldn't be the first smart guys to lose a bunch of money by betting on the wrong CEO.
cricket,cricket,cricket.........
3-4 years galores of "red flags",so far,no serious challenges/treat to sam yet??do we have active investors or easy pushovers???? a replay of "helsinki hostage syndrome"??????
or
for the active investors:
simply no more good money after the bad money.
vs
sam's plan b:
These USDA approvals will extend the Company’s current term loan to 30 years and will provide approximately $4.5 million of additional non-dilutive capital to the Company.
he stays and waving his middle finger at all of us with a big smile.
He would also cut off his nose to spite his face in such an act of sabotage. He is a big shareholder after all. Hence, one reason he is able to stay in power for as long as he has. It would not do him any good to burn down his legacy, which would be the last legal claim to his pot of gold. Which he has been hording all to himself so far.
Same reasons China is hesitant and most likely won't invade Taiwan.
I just think he'll have to be shown the door by force. And then, say, Adios and don't let the door slam you on your a$$! Goodbye and good riddance!
what if.....
sam can ruin the business relationship of us foods,ivfh biggest customer??
i believe this uncertainty is why big players are handling sam with kid gloves;
what is ivfh worth without us foods??
I don't think that necessarily follows. The votes are there. The math works out as I showed before. Poison pill, if any, is a moot point.
The fact that Denver Smith has been buying significantly still in the mid 20s, Bandera's fresh cash infusion in the mid 30s on the line and his close relationship to Pappas all point to a different conclusion. Despite what it may seem on the surface, which would be a jumping to conclusions. None of them are running to the exits and all underwater.
All bullish. They do indeed have some inflationary pressures. They do need to improve margins. They have an incredible p/s, so there is leverage there if proper measures are taken. It is very cheap. It's going to work out somehow. Too many high IQ's that will trump Sam. Sam may indeed get with the program. With or without him, I think the smarter DNA, of which there is an abundance, will prevail. Truth will prevail.
Please delete. Wrong board.
If they could do anything, they would have done it by now.
This is a sinking ship that Sam is taking down with him
I guess it's so bleak that they couldn't muster up a PR this time. First time no spin. What does that say between the lines? I hope it says Pappas and Banderas are conspiring with Denver Smith and his allies.
If Sam "mysteriously" disappears without a trace, I wouldn't lose any sleep over it. Just saying....
Company gets slapped with a going concern and the CEO get $300k of stock options...
more infusion of capital asap.....
q/q:
loss of $1.2 million
cash $2.4
short term debt $5.6
a/p $6.3
line of credit $2.0(used)
y/y:
shares 47 million(2022) vs 36 million shares(2021) ****highest growth****
more good money after the bad money???90% says no.the business model is 100% fatally flawed.
again,i believe $10 million is needed to reset the company/management.
correction:
instead of 60+ million shares needed(previous estimate),it is now moved to 80+ million shares in 2022.
They reported.
I wish I could find a silver lining in there somewhere. Ramped up sales significantly, but still can't improve gross margins or cut costs where they matter. I guess they expect to make up their losses in volume.
On the bright side, Banderas and Pappas and Denver Smith are not idiots. I know that's the prevailing wisdom here, but I faith that there will be a coup d' etat!
Did the whole company get covid? Where is the quarterly report?!?
Burning all that money but they can't spring for more than a Great Value Brand finance team...
New Filing today. Seems to be a firmly established pattern of inexcusable behavior from "professionals":
Innovative Food Holdings, Inc. (IVFH) - FORM NT 10-Q | Notification that Quarterly Report will be submitted late
Nevertheless, a bullish bid/ask spread at the moment:
Bid x Size
$0.25 x 105,569
Ask x Size
$0.29 x 5,734
I wonder if that's Denver Smith on the bid. He seems mad and rightly so. More yes-votes for regime change I'll presume on the bid.
from nt-10q ......
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
x Yes
Do we have a poison pill? What are the exact details in English (not legalese) if so? I've asked before but never got a straight answer.
But in this case, isn't it irrelevant? This isn't about a potential hostile takeover. IFF there is a proxy war, it would be about the voting of existing shares. Poison pill in that situation is irrelevant. If Teams B, P, and D all converge, then Team S (the anti-shareholder regime) will need to rely on voter apathy from the retail investors pretty much. And Denver Smith keeps buying those potential votes, as seen in the last filing, as well. And I think he's well below any ownership threshhold that could trigger a normal poison pill; isn't that correct? The legal justification for poison pills are murky enough. Challenging authority within the existing realm of votes can't be legally justified in a free market system as I see it. He seems as entrenched and corrupt as any authoratian dictator in history to me. The people starve, and only the king eats. I think the people have had enough!
And I also grabbed anoter 10,000 anti-S votes! Because I will make the effort to cast my vote against incumbent Sam. I don't know where the poison pill, if any, is relevant in such a case.
Maybe he'll even be concerned about his own shares. Knowing full well that somebody else could create value and that he is not fit for the job to even create shareholder value for himself! Even he stands to benefit from standing down if push comes to shove it seems to me.
I also dismiss all folly that suggests Bandera and Pappas are duped. If I can see it, they can see so much more! Much higher intellect with those two, so I'm certain they are not duped and all such claims to the contrary are just fear and folly.
Thank you for sharing that, CMelton. It has a ring and feel of truth to it. I sure hope the reign of Sam's terror ends. Denver Smith obviously wants this. Do we have two teams here or three teams? Denver team, Bandera and Pappas team, and Team Sam? Or a combined Denver, Bandera, Pappas team, and shareholder obstructionists Team Sam? 3 parties or 2 parties?
I don't know. All I know is that I'm Anti-Team Sam!
picking a candidate is the easy part.......
"primary election" fight:
what would be the estimated cost of sam's poison pill? my guess is between 3-5 million deficit to the balance sheet.
"general election" fight:
how much more dilution for "good money" needed to fix a broken "debt-ridden and non-scalable asset"??
or
reset expense for a new management:
up to 5-10 million dollars at the cost of the balance sheet,is likely be the final bill for the bagholders: a costly move and high risk.
or
shares dilution beyond 60 million shares is likely.
I have it on pretty good faith that the board has been "in discussion" with at least 1 candidate for taking over the CEO role. I mean, nothing is ever official until it's official but I'm very optimistic that Sam's reign of terror is about to end.
your justification for the wager is interesting..........
triangling and pinpoint of what the next big outcomes are likely to be,by the big/determined players and based on acquisition of the additional shares by DS: purchased made after his letter of discontent,may be a fool's errand. unless you are correct and soon,my logic of proxy war have been wrong on this one for a long time.
what have i missed and can these collectively be the reasons for no action?
***scalability of revenue,a no go. turing to a net margin,a no go.cash infusion always and a must.
** due to inflation,inflation,inflation:food cost up,labor cost up,shipping cost up.
*debt trap is structural,a consistent and predictable and always a go.
or
the big players are trapped(f**k may be more appropriate): fighting over a non-performing-asset is not business. SD buying(stupid and hubris move) more shares is no blood of other players' noses: why other players are not buying?again,with ivhf survival need,it becomes an addicted debt based company and management has no incentive to get out of the hole. throwing more good money after bad is no solution,what is left is hubris and only reason big players have not gotten out.it is a shame that this ends in a lose-lose for everyone so far.stay away or sell while you can.this is a fight no one can win.
ps-i will buy when price dropped to 3c.
I Rebuke You!
And I also Rebuke Sam with the same stroke of the pen:
Denver Smith is at 8% ownership and is putting his money with his frustrated mouth according to his latest filing:
Date Entity Type Of Transaction Number of Shares Average Share Price
5/31/22 CRC Founders Fund, LP Open Market Purchase 28,000 $0.27
6/2/22 CRC Founders Fund, LP Open Market Purchase 100,000 $0.27
6/3/22 CRC Founders Fund, LP Open Market Purchase 4,927 $0.26
6/10/22 CRC Founders Fund, LP Open Market Purchase 62,400 $0.23
6/21/22 CRC Founders Fund, LP Open Market Purchase 43,929 $0.21
6/22/22 CRC Founders Fund, LP Open Market Purchase 17,500 $0.23
6/23/22 CRC Founders Fund, LP Open Market Purchase 16,000 $0.23
6/27/22 CRC Founders Fund, LP Open Market Purchase 7,250 $0.24
6/28/22 CRC Founders Fund, LP Open Market Purchase 42,707 $0.25
7/25/22 CRC Founders Fund, LP Open Market Purchase 38,414 $0.24
7/26/22 CRC Founders Fund, LP Open Market Purchase 35,000 $0.25
7/27/22 CRC Founders Fund, LP Open Market Purchase 45,490 $0.25
7/28/22 CRC Founders Fund, LP Open Market Purchase 175,000 $0.26
7/29/22 CRC Founders Fund, LP Open Market Purchase 20,000 $0.26
If he can do that, I will honor his presence with the same:
08/10/22 02:29 PM ET Buy 1250 IVFH Executed @ $0.2545
08/10/22 02:28 PM ET Buy 2900 IVFH Executed @ $0.265
08/10/22 02:26 PM ET Buy 1000 IVFH Executed @ $0.26
08/10/22 02:21 PM ET Buy 2500 IVFH Executed @ $0.26
08/10/22 02:20 PM ET Buy 3350 IVFH Executed @ $0.26
Over 10,000 purchased today. 61,000 total shares at a .306 cost avg.
One of two things happened: Denver Smith got Pappas and Bandera on his side for a coup d' etat. Or, Pappas and Bandera see lift off on this runway with their cash on the line and underwater.
Either scenario is good for me. We all crash and burn together. Or we become a Phoenix rising from the flames.
lever up to the tilt.....
"Upon the successful approval of the USDA Guarantee, IVFH through its relationship with MapleMark Bank and under the terms of the Revolver and the Term Loans, will have access to more than $4 million of additional commercial borrowing capacity."
https://www.otcmarkets.com/stock/IVFH/news/Innovative-Food-Holdings-Inc-AnnouncesRefinancing-and-New-Credit-Facilities?id=362012
sam is going for the broke,what is the risk of active investors throw in the towel??too high(price drop) for the long is my believe.
my guess:
50% chance below 10c before the end of year.ouucchhhh.
ps-sam will prove "a selfish management and go for broke" is the worst nightmare and likely total destruction for the longs.
Sam has proven incompetence as a manager of a public company. I don't think that's debatable. As a public company, Sam's record at IVFH is there for all the world to see.
If this pair of geniuses, Bandera and Pappas, haven't revolted yet, there can only be a handful of reasons. And none of that bodes well for the average IVFH investor. Sometimes, geniuses get had. You pays your money and you takes your chances. I think they underestimated Sam and Sam played them. If they are waiting for Sam to pull a rabbit out of his hat and turn this POS into a real company, then let me be the first to recommend that the Mensa Society revoke their membership cards. IVFH doesn't have the capital or the depth of management. We've seen the people that Sam brought in to run The Fresh Diet. There is no reason to expect a masterpiece from a horse with a paint brush in its mouth.
The most likely scenario is that Sam has the votes and these guys know it. There can't be more than a few hundred shareholders in the company. If they spent $100 on each, it might amount to $30K to wage a proxy battle - peanuts. Yet these distinguished investors continue to sit on their hands and watch as management runs the company as he has for years. There has to be a reason. Either these guys aren't the geniuses they are billed to be (and I doubt that is the case), or they were snookered. I'll take snookered and lay the points.
My "heroes" haven't been here that long, actually. JPM is rather new, and Bandera's fresh capital infusion isn't even one year old. I think you underestimate their experience and intelligence, as well as Sam's power over them. I don't think they got "snookered." I think they have and always had great clarity. This wouldn't be their first rodeo, and Bandera Partners didn't get to be Warren Buffett's endorsement by being fools.
I don't know how familiar you are with Bandera Partners, but Jeff Gramm has a very long history of dealing with entrenched mgmt. I'm not saying he'll get on board with Denver Smith. If he doesn't, then this $10M runway has purpose and he sees lift off. I wouldn't underestimate him. I'd say .25 is a good price here. Bandera's capital is at .35, so I think that says it all right there. Unless one think they are "fools" that got "snookered," of course. That would be a way of dealing with a false assumption. The fool never knows who he is. I know that Bandera is much smarter than me, and in Bandera and Pappas I trust here. Whether or not they get on board with Denver Smith. And, no, I don't think his letter was for amusement purposes. I'm sure it is well thought out with strategic importance.
These are my counterpoints from my vantage point:
1) Sam steps down per Denver's request. I doubt it, but never say never. Win!
2) A proxy war ensues. I never said this would happen. I said I bet it happens. It doesn't need to. I think it only will if Bandera and Pappas are aligned with Denver's goal there. -- Another win!
3) Bandera and Pappas stick with Sam. Which means, they see lift off. Another win.
All bases covered. The stock is cheap for a reason, of course. I wouldn't want a rosy picture, and this is certainly no rosy picture. It's also been a safe place to be this year, as most penny stocks have been in this official bear market now. It's very low hurdles ahead, no matter what happens.
Roman, let's use a little common sense. Since The Fresh Diet debacle, Sam has not made any huge acquisitions. Everything he has done has been a little here and a little there. No bet the farm transactions like Fresh Diet was.
All these Johnny come lately investors, with the exception of Denver Smith, got in post-The Fresh Diet disaster. That fiasco ended in 2015 or maybe early 2016.
Since then, these geniuses, as some seem to regard them, bought into this POS, watched Sam do his antics, and they have done absolutely nothing. Denver went out on a limb and wrote a letter. If Denver is fed up (and it only took him one near bankruptcy and close to a decade of piss poor IVFH performance) and all he could do was write a nasty letter, then we have to make some assumptions.
1) Your heroes won't give Denver the time of day. If they have enough shares to outvote Sam, why aren't they? Are they morons masquerading as business geniuses? Or, as I contend, Sam is holding pocket aces.
2) These clowns still believe that Sam is the man. In their minds, Sam is the next coming of Warren Buffet but he's had a run of bad luck. They could get rid of Sam because they have the votes or can find the 12% you claim they need, but they won't. Sam is their guy.
3) Sam really has control. Others can piss and moan all they want but Sam knows where every significant vote is and he's looking at a winning hand. And everyone knows it.
I'm going with #3. I'm going to assume your heroes were snookered when they bought in. They thought Sam didn't have majority control at the time and maybe he didn't. But I'm guessing he does 6 or 8 years later. This is Sam's piggy bank and he knows a coup d'etat would eventually happen. Say what you want about Sam, but he's no fool. Sam can count. And he has the votes. Denver may or may not know it. The letter may be for show. But it's going nowhere. Sam has dealt with malcontents before. Since he became the top guy at IVFH, Sam remains the undefeated heavyweight champion. It's not an accident. Sam is clever.
Roman, let's use a little common sense. Since The Fresh Diet debacle, Sam has not made any huge acquisitions. Everything he has done has been a little here and a little there. No bet the farm transactions like Fresh Diet was.
All these Johnny come lately investors, with the exception of Denver Smith, got in post-The Fresh Diet disaster. That fiasco ended in 2015 or maybe early 2016.
Since then, these geniuses, as some seem to regard them, bought into this POS, watched Sam do his antics, and they have done absolutely nothing. Denver went out on a limb and wrote a letter. If Denver is fed up (and it only took him one near bankruptcy and close to a decade of piss poor IVFH performance) and all he could do was write a nasty letter, then we have to make some assumptions.
1) Your heroes won't give Denver the time of day. If they have enough shares to outvote Sam, why aren't they? Are they morons masquerading as business geniuses? Or, as I contend, Sam is holding pocket aces.
2) These clowns still believe that Sam is the man. In their minds, Sam is the next coming of Warren Buffet but he's had a run of bad luck. They could get rid of Sam because they have the votes or can find the 12% you claim they need, but they won't. Sam is their guy.
3) Sam really has control. Others can piss and moan all they want but Sam knows where every significant vote is and he's looking at a winning hand. And everyone knows it.
I'm going with #3. I'm going to assume your heroes were snookered when they bought in. They thought Sam didn't have majority control at the time and maybe he didn't. But I'm guessing he does 6 or 8 years later. This is Sam's piggy bank and he knows a coup d'etat would eventually happen. Say what you want about Sam, but he's no fool. Sam can count. And he has the votes. Denver may or may not know it. The letter may be for show. But it's going nowhere. Sam has dealt with malcontents before. Since he became the top guy at IVFH, Sam remains the undefeated heavyweight champion. It's not an accident. Sam is clever.
At this point, it wouldn't really matter because they are already in the OS. All those percentages are pre-existing. And in theory, Carlson could buy up another 8% in the .20s before your proposed 15% threshold. Then they'd just need to find the other 4%.
They can't make anyone already in swallow any pills. My math adds up, right? Am I in err there somewhere? I don't see it being a huge leap to 51% if Bandera and Pappas both get on board. Those two are clearly invited in the letter, and the two are tight. And both have lots invested. More so than Sam. And a much better alignment of interests with us as opposed to Sam.
Pretty sure Sam has sort of a poison pill in place that may be invoked if anyone owns more than 15% of the company. Going on recollection here. As i recall i=his salary increases and don't remember what happen with the stock. Will have to look it up.
Pretty sure I posted that info here before.
Amigo Mike
if you were the cfo.....
can ivfh break even within the next 12-24 months?and how would you do it??
plus if a recession hit,are the bets off?
Interesting. Thanks for posting that. It gives them liquidity for sure. What I like about all this is that Bandera's money is essentially my hostage as I see it. It's a ransom. He put up his own capital, and it's in the form of common stock and at .35ish per share if memory serves correct. So, that's a huge motivator. Bandera is very competent with a long history of shareholder activism and Warren Buffett's endorsement.
Pappas and he are literally best friends. Don't make this stuff up. Pappas is the largest shareholder here. So, I"m not sure why DickMo thinks Sam is untouchable with an ace up his sleeve. He is outgunned if Pappas and Bandera get on board with the Carlson team. Bandera's own capital influsion was dilution in the form of votes in his favor, in fact.. I ask DickMo to do the math himself here and tell me where I go wrong. I assume Bandera and Pappas will back Carlson. And if they don't, then they see a bright future on that runway and they are not fools. My bull thesis is around Bandera. Not Sam.
The winning votes if a proxy war were to ensue, which I suspect will happen. And don't expect Sam to go peacefully. However, his own shares become a gun to his own head as well in his own defiance. Similar to Putin's dilemma. The math below that I posted at Seeking Alpha:
COUP D'ETAT
So Denver Smith's bio says, "He previously was a portfolio manager at 73114 Investments, LLC, and eventually became CIO of 73114." 73114 Investments owns 2% of IVFH and is the 8th largest shareholder. So, I bet he has their votes for sure. He must have calculated the chances of all of this.
That makes Carlson's true vote count 9% in my eyes. JCP Investments (Pappas) is the largest shareholder at a 21% stake. And he just goes together with Bandera in my eyes, the 4th largest shareholder at 9%. So right off the bat, assuming Pappas and Bandera will get on board, I see 39% percent in the bag. Assuming my thoughts on that are correct. And who's to say that off the record they haven't already talked and had all this planned? I sure hope they did! I love the unofficial records even better sometimes!
Sam and Hank collectively own 22%. Not sure what the 3rd target for removal has, but they are already outgunned. So, Denver Smith only needs 12% more to my theory.
That shouldn't be asking too much. He has my 50,000 shares, so that's another .001% . If we need a feather to tip the scales in a proxy war. Guaranteed, I'll vote rather than have my vote default to unfair incumbent advantage. That's a promise!
So all the above is around 60% of the entire OS. That means they need only 12% more from the other 40%! That should be a cake walk! Who could possibly not be on Team Carlson? For some reason, I feel like they are going to fight it out and squander as much shareholder money as they can before they are forced out. They'll have the incumbent advantage with defaulted votes from those not tuned in, but I don't think an extra 12% is asking for too much.
And Carlson can keep buying in the 20s too! I hope there is no poison pill. Do we have a poison pill? It's too late once the shares are bought, right?
lever up........
a middle finger to you all?
"The Company and its subsidiary, Innovative Food Properties, LLC (“IFP”), as borrowers, entered into two similar Loan Agreements, dated as of the Closing Date (the “Term Loan Agreements”), with the Lender for an aggregate of $10,455,680, before fees, first-lien secured term loans (the “Term Loans”). ....proceeds used to repay the Company’s existing term loans with Fifth Third Bank."
https://www.otcmarkets.com/filing/html?id=15891825&guid=pEpwkW-VfXmSJth
balance sheet as of 3/31/22:
short term and current long term debt $2.6(million)
long term debt $5.8
scraping bottom of the barrel and all for an added quarter of survivability?is sam running out of his 9 lives??
Haven't been here in months and to see the Denver Smith's letter, well, I am amazed. Remember, this is the guy who wrote the glowing report about how IVFH stole The Fresh Diet in 2014. I was the CFO of The Fresh Diet from 2010 to 2013. No one ever spoke to me. They could have done some due diligence, but that doesn't seem to be anyone's style that is connected to this POS.
Let's give Denver Smith a mulligan on The Fresh Diet article he wrote. He was young and dumb. After 7+ years of abuse, he has finally begun to see the light. But alas, it's too late. Sam controls this company. He has for years. His stock-based compensation and his ability to keep warring factions apart have served him well. They cannot coordinate to outvote Sam. I'm not sure that is even possible.
Years ago I noted that Sam was taking this company private without spending a dime of his money. Mr. Smith's letter is proof positive that Sam has been successful in his efforts. Despite his poor financial record, he remains in control and will be until he decides to give it up. No one is going to force him out. IVFH is his piggy bank.
Two items worth noting. One - I could be wrong, but I do not remember The Fresh Diet losing $25 million in any one year. At their worst, they were only losing about $900K per month, which on sales of roughly $1.6 million per month is a rather impressive number. And secondly, IVFH has always been unsaleable. The company receives too much of its sales from US Foods. If they pull the plug, this company is worthless. No one is going to buy it. And Sam knows that too.
So in the end, Sam wins again, as I have repeatedly claimed. Mr. Smith can piss and moan all he wants, but he was fooled and invested poorly. Been there and done that with my own money. I am shocked the people that invested with him took this long to pressure Mr. Smith to do something. But too bad, the game is over. His single with two outs in the bottom of the ninth, down 9 to 2, is not going to matter. The game is over and he has lost.
sam was pissing off denver smith&company......
"I have made numerous requests to you to meet with the board of directors of IVFH over the past two years, and these requests have seemingly fallen on deaf ears. You have responded with excuse after excuse."
stock price ranged between 32c-67c within the 12 months after ds realized something was wrong BIG TIME.why didn't he pull the trigger and get out,take loss,and move on?because he was unprofessionally hopeful and lost his objectivity with this value trap,did nothing and wasted valuable time for an inevitable train crash,subsequently he and ivfh are in a unintenable position now and more so going forward.it is too late now he has to eat it.
ds violated the golden rule:
selfish management is toxic and the most observable sign that leads to costly failure.
the objective question becomes, is ivfh business(ex-sam) savable and risk/reward worth the 5-7 million(good money) needed?????
or
would you take over a sick dog full of fleas?$?$?$?$$$$$$$($ suppose to be in red)
I still have my 50,000 shares at avg. cost of .316. I love this shot across our bow. I think Pappas and Bandera will get on board, and I think Sam and his two obstructionists will not leave peacefully and a proxy war will ensue. That's my prediction. And they will squander as much money as possible in the process. But I still think it will be a net positive because I think Team Carlson has the votes to win with Pappas and Banderas.
Banderas and the Pappas family are very close. They are best friends, in fact. Since Bandera has a long history of activism, and since they have their $3 million capital infusion last year on the line, I think it's war time and it's time to pick sides. Sam will get the incumbent advantage since many may be tuned out and won't vote. But he's outgunned by the enraged I think.
I'm going to buy 10,000 more shares at .20 IFFFF that opportunity arrives.
The good thing about fighting a war that you are gong to lose, and I think he would have to see the writing on the wall, is that as you destroy shareholder wealth, you also shoot your own self in the foot. He is a big shareholder, after all. His votes count two ways: As defiance and self destruction. Like Putin.
Denver Smith did appear to put out the PR he stated late on June 9th.
https://www.businesswire.com/news/home/20220609006065/en/
Up to Sam and BoD to respond I would think .... publicly.
I'd think the BoD situation is easy to resolve but ..... nothing IVFH has made sense for a number of years. I have my popcorn and soda .......
Amigo Mike
good moneys says......
asset price(mc) $9 million
annual loss of $6 million currently
case 1:
going forward
one year to break even,net loss of $6 million,cash -$3 millon(prior infusion of capital a must)
33% likely
case 2:
2 years to break even,net loss of $12 million,cash -$9 million
33% likely
case 3:
black swan event,net loss of $15+ million,cash -$12+ million
33% likely
so,the question becomes "is it worth it to add good money($7-9 million-minus cost of sam's poison pill) with 33% chance of eps=0 at the end of 12 months?"
it's going to be a tough slug(to stop the cash drain) for the active investors even if it won the proxy fight: war chest full of cash a must;high cost of takeover;and difficult challenges under a deep recessionary regime.
another possibility:
at 10% chance in the next 12 -24 months,and just maybe,in the mess of things,plus a black swan event,i get the chance to buy the stock early and below 5c.
when it rains,it pours.....
https://www.zerohedge.com/markets/not-afraid-strike-teamsters-warn-us-foods-east-coast-walkout-could-impact-restaurants
a black swan event at work??
million dollar questions.................
how many million dollars you want for you(sam) to leave this mexican standoff(if papas & bandara are not inline with denver smith)?
then
the next million dollar question,where is the money be coming from,more specifically,from who's pocket??
another possibility:
ds is pissed off and dumping his ivfh stock at market.
why took so long to fire the first shot..............
it should of been done 2 years ago. if a piss of moron like me saw it,where the hell was everyone else: rear view bias,plus cheap hopes.
million dollar questions:
can this induce management change within the next 12 months?
50% chance
if yes,can the new management become effective day 1?
50% chance
last one,will a deep recession sets in soon?
50% chance
or
if there is a change,the success rate is less than 10% in the following 24 months.
ps-i am give it few more years to get their act together,my signal is when its eps=0,before i pull my trigger.
unless,sam got fired and pissed off,and dumping all his stock at market,down to 3-5c.ouchh.....
I finally got to the end of that LONG SCATHING letter! That was a GREAT LETTER! That was better than the episode of Marty's driver's rage in the last season of Ozark! That had me on the edge of my seat from start to finish.
He has my all of my 50,025 votes! No questions asked! He had me at hello!
I like his final conclusion. Because I do like Pappas and Bandera:
...I am not going to sit around and wait until the music stops, as your decisions have brought IVFH to the brink of collapse more than once. Step down as Chairman and CEO and let the truly independent board members find someone better suited to run this business. Given your long-term track record, this is clearly in the best interest of all shareholders.
Mr. Pappas’ and Mr. Gramm’s backgrounds as Chairmen and members of other boards of directors and the success those companies have had make them both extremely attractive candidates to take over as Chairman of IVFH if they are willing. I wouldn’t know if they are willing, as you have prohibited me from speaking with the board. Either of them would be more than qualified to take over as Chairman and maybe IVFH shareholders might have something to look forward to for the first time in a very long time...
WOW! I'm excited!!!!!
This is exactly the kind of angry drama we need! He doesn't ask Pappas or Bandara to step down (on a skim anyway) which I'm happy to see because I still have faith in those two! I"m not even sure who this is making the demands. I'm too busy right now.
Somebody explain it to me please and who is this fund?? All I know is they've been buying in the 30s and 20s per disclosure (again, on a skim only so far)
Long letter to CEO and BoD
https://www.sec.gov/Archives/edgar/data/312257/000121465922007867/r66221sc13da12.htm
In short .....
For shareholders to be best served going forward, the following things need to happen:
§ You should step down as Chairman and CEO of IVFH.
§ Joel Gold and Hank Cohn should step down from the board of directors and all committees.
§ IVFH should immediately cease making acquisitions.
§ IVFH should immediately cease all stock-based compensation to yourself, Joel Gold, and Hank Cohn.
Passed due ..... I believe movement against Sam triggers contract clauses that digs him in more at certain thresholds.
Hmmmmmm ..... been outta this name for quite a while .... hmmmmm maybe should buy a few shares here in support of shareholders. Unfortunately not enough info yet for me to jump back in.
Amigo Mike
Shareholders taking action .... from today SEC Filing
>>>>>>
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows:
The Reporting Persons acquired their positions in the Shares in the belief that the Shares were undervalued. The Reporting Persons have held and intend on continuing to have discussions with representatives of the Issuer’s management and board of directors relating to capital allocation policies, executive and board member compensation practices, corporate governance, and capital structure. The Reporting Persons may also seek shareholder board representation, changes to the size and composition of the board or changes to the Issuer’s management or seek to discuss any of the foregoing with representatives of the board or management.
Without limiting the generality of the foregoing, on June 7, 2022, Denver J. Smith (i) delivered to the Issuer’s Chief Executive Officer a letter that, among other matters, requests the resignation of the Issuer’s Chief Executive Officer and two other members of the Issuer’s board of directors and (ii) intends on issuing a press release including the text of the letter. The foregoing summary of the letter is qualified in its entirety by reference to the full text of the letter, a copy of which is attached as Exhibit C hereto and incorporated herein by reference.
Reporting Persons may, from time to time and at any time: (i) acquire additional Shares of the Issuer in the open market or otherwise; or (ii) dispose of any or all of their securities in the open market or otherwise.
<<<<<
Amigo Mike
down to 12.5c....
driven down by 13.5k shares selling(middle finger to sam??). it is becoming clear the rats are jumping the ship,started with a small amount of shares,will it cascade into an avalanche??again,only time would tell.
i could be wrong again with investors turn active......
it is likely and soon.
headwind in the market:
macro environment have changed,blood on the street: stagflation now,easy money(capital) days are over.
e.g. pe compression on money losing stocks becomes a norm.
e.g. amazon dropped 43% from its yearly hi
e.g. target dropped 30% from its yearly hi
e.g. walmart dropped 25% from its yearly hi
can papas withstand price drop down below 20c with no action?? we shall know soon enough.
2-3 years into the business with sam....
papas had stayed passive was a major surprise and disappointment for me to see. will he take off the kid glove and start swinging? i still believe so,since he is cornered(slow death) and have nothing more to lose(stock price is becoming worthless with everyday gone by).
Answer - no one. Sam will find a way to keep the good ship afloat. He always does. I believe I told you all several years ago, Sam is working on taking this private without spending a dime of his own money. When he and his cronies (his board of directors makes the US Supreme Court look neutral and independent) have this all wrapped up, there will be an exit. Not a moment sooner and there is no reason to show profitability until the end of the game. Until then, it's just a string of uninspired management and sloppy performance.
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Market Value | Not Available | |
Shares Outstanding | 6.43 Mil | a/o Jun 13, 2013 |
Float | 2.85 Mil | |
Authorized Shares | 500 Mil |
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