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Ceres
Another one bites the dust as Queen once said...
Continued Dilution
This obviously means more shares on the market - is that a good thing? The problem is right where is was 4 years ago despite some saying things are better YET the outsanding # of shares have doubled. Wonder what they are now?
Outstanding shares:
12/31/01 32,931,842
12/31/02 37,331,448 4.4M share increase
12/31/03 48,568,628 11.2M share increase
12/31/04 60,438,152 11.9M share increase
3/1/05 60,859,064
Dutchess
THE DEAL WITH THE DEVIL - it will continue to haunt this company
Ceres
How's that working for you so far?
Bill
"there are many out there who make money in both good and bad times.." It's called shorting - Dutchess playing both sides and the middle.
Time for the annual estimate of price as of 12/31 - Step up to the plate and provide your estimate!
Greg/All
Editor said: "Editor: A lot more needs to be known about the deals before I can comment on dilution. The reason they felt they needed to do this was because of anemic spending in the defense and homeland security. As long as we are still in Iraq, there won’t be much money around for new technologies, despite being promised big orders. I think they are making a great move- better to own a smaller piece of a company making money on $30 million in sales than a bigger piece of a company doing $2 million in annual sales and losing money consistently.
See bolded - hard to believe after all the links of the huge defense budget and promises of when the supplemental budget was going to be released. How about all the PR's of awards with FATS and Lockheed Martin. Sounds their products now have no market - wow.
The first line says he can't comment on dilution then says better to own a smaller piece of a company making money on $30 million in sales than a bigger piece of a company doing $2 million in annual sales and losing money consistently. THIS IS DILUTION IN THE SAME PARAGRAPH - TOO FUNNY
Opinions - discussion?
Paul
Agree - same as my example to Greg - Wachovia - when he thought shares would not be issued and he failed to respond.
http://www.investorshub.com/boards/read_msg.asp?message_id=8281121
Greg
"Wachovia has agreed to exchange 0.89 shares of its common stock for each share of SouthTrust common stock. Based on Wachovia's closing stock price of $47.00 on June 18, 2004, the transaction would be valued at $14.3 billion and represent an exchange value of $41.83 for each share of SouthTrust common stock"
In this transaction - Southtrust shares no longer exist and with the valuation of $14.3B and a Wachovia strike price of $47 then 304,255,319 more shares of Wachovia stock will be issued this is why they also issued a buyback announcement to decrease the dilutive effect:
"In addition, Wachovia said it expects to repurchase shares of its common stock in the open market before beginning the proxy solicitation in connection with the shareholder vote on the transaction, and after the vote. Following consummation of the merger, Wachovia expects an additional $1.7 billion of excess capital will be available from the combined company"
Stock for stock means VTSI issues many more shares
Ceres
Agreed - Finance 101 - Assets minus Liabilities = Stockholders Equity
Semantics though - as it is the only thing on the VTSI balance sheet generating cash....
Ceres
I'll say it again - the only thing VTSI brings to the party is the fact they are a public company and it is the vehicle for the acquiring companies to go public. Looks like an attempt to see if there is a spike so they can cash out...
Synergy - none to speak of
Bill
They have ONE asset - stock!!!!!! And they are not shy to use it - unfortunately as they do they continue to dilute its value.
Some have said they cannot provide an opinion or have discussion without all the facts - we will never have all the facts as Kelly will of course spin to the company's perspective.
We have plenty of facts to have an opinion but some continue to remain in denial or are just naive
Greg
No surprise you have no opinion (as usual) - you are such a good soldier....
Take care
Barnabus/Anyone
Did VTSI bid on this one? $11M - that's would move the PPS
David
THESE ARE NOT FROM KELLY OBVIOUSLY BUT....PURE PARODY MY ATTEMPT AT RESPONSES - ENJOY BUT SOME SOUNDS FAMILIAR
My questions. Meat for the wolves. Tear it up guys.
1. Kelly, at what point in the past 18 months did you finally realize that the share price is not reacting to lack-luster sales and your reorganization efforts and what actions will you take to increase shareholder value within the next 3 months? I relied upon the pipeline provided from my sales execs but at the end of every month when the actual sales came in far below expectations I knew we would not meet the target. I continue to being extremely enthusiastic about our prospects and I have never been more encouraged by the progress made to date. We will be profitable next quarter even though I said we would be for many previous quarters
2. Do you admit that this merger is a last-ditch tactic to improve the company balance sheets thereby increasing the company's chances of moving to a larger exchange, hence, improving company image toward getting those government contracts? I have no idea why they agreed to be acquired - they are very anxious to be part of a public company and we can provide that for them. Last ditch tactic - what kind of a question is that - please rephrase. I will NEVER give up - if we fail in this endeaver we will do whatever it takes to suceeed.
3. Virtra has tried many things to increase market interest in its stock. Virtra has changed business plans a few times, management cleaned house and hired the "right people", debt was reduced and many leaseholder lawsuits avoided, provided the best technology to the market, created 2 excellent websites, flooded the media outlets with your story, attended many trade shows, and now will begin the merger process. Whats left? Whats left that can be done to improve the foundation of this company? If everything is in place, what ideas do you have left to try? To be honest I wish we still were running the beer brewery because that was the best BEER in town and I still do not know why it did not succeed. After all the hurricanes if this fails have explored in the boardroom of opening up casinos - big $$$ in them. Two excellent websites? Thank you but they only cost us $100 to the local IT guy to make them. Flooded the media - we took out a couple ads and gave stock to some hype sites
4. What is the status of these "company changing deals"? Be honest, will it ever happen now that budget funds are dwindling? We have never lost a deal in our history!!!!!! There are coming - keep the faith
5. Many months ago, you blamed weak stock prices on ex-employees selling shares on the open market. What will happen to your reorganization plans in 2006 when ex-leaseholders begin to do the same thing? What can you do to stop the bleeding? GD leaseholders - we got them from the Ferris deal. Is it a year already - we have a ton more shares to chew through - we'll be ok though - trust me!
6. Were sales estimates within the last 18 months over-stated? Are your expectations too high? If not, when, in months, do you foresee reaching your expectations? See ans to #1 - please do not repeat yourself
7. Can you, Kelly, mentally step away from your position, take off your CEO cap and tell us, from an investor's point of view, if Virtra Systems is a good investment and why should we keep our money in this company. Answer - we have many irons in the fire - I have never been more excited about this company. An investor's point of view - this is a slamdunk - suggest you take out a 2nd as this stock is going to the moon!!!
I love answering shareholder questions and allowing you in the boardroom - this is a very exciting time for the company!!!
Paul
Well said!
Felix
The facts are in the SEC filings! Let's see what 11/15 brings - can't sugarcoat those.
The demise or better said the full disclosure of the OTCBB was 5 or so years ago when all OTCBB companies had to become compliant with audited fincancials and history on lawsuits and stock issuance etc. At that time 60 to 70% of the OTCBB went pink and never recovered...
Paul
Part 1 - I like the reply someone had - 5 year discounted cash flow - you need to take into account the balance sheet and the TNW of the company if any and on the minus side if NNW then there's baggage which reduces the value...
Greg
You did not reply to this message - do agree based on this illustration many more shares will be issued with the acquisition?
Paul
Agree totally - Make vs Buy decision
You do not want the overhead and cost when you can purchase the components outside the company unless you sell MANY and have economies of scale. A great example is Dell - they don't make squat of what they integrate and sell and have the lowest cost model of all the PC integrators. The sell everything over the internet....
Greg
"Wachovia has agreed to exchange 0.89 shares of its common stock for each share of SouthTrust common stock. Based on Wachovia's closing stock price of $47.00 on June 18, 2004, the transaction would be valued at $14.3 billion and represent an exchange value of $41.83 for each share of SouthTrust common stock"
In this transaction - Southtrust shares no longer exist and with the valuation of $14.3B and a Wachovia strike price of $47 then 304,255,319 more shares of Wachovia stock will be issued this is why they also issued a buyback announcement to decrease the dilutive effect:
"In addition, Wachovia said it expects to repurchase shares of its common stock in the open market before beginning the proxy solicitation in connection with the shareholder vote on the transaction, and after the vote. Following consummation of the merger, Wachovia expects an additional $1.7 billion of excess capital will be available from the combined company"
Stock for stock means VTSI issues many more shares
Lewis
The year is up in 2 mos and the restriction comes off....
Greg
The # of shares the other private companies have is immaterial. The issue as Paul pointed out is the VALUATION of the companies. The # of shares issued will be based on the valuation divided by the price. In your example $20M divided by $.16/share = 125M shares - ouch
Then the reverse split!
Greg
As usual no opinion provided just a press release or link...
How about providing an opinion...
Is it your position Kelly is not issuing shares for this transaction too?
Yo Paul
We agree! Amazing - obviously did not see your post prior to mine. I think David is dillusional to write that post - in way over his head it seems.....
David
You said: "Assuming Virtra does not print-off more shares, then taking open shares shares off the market will reduce the supply, therefore reducing the float."
Impossible IMO - plus VTSI only real asset is STOCK so IF the acquisitions are consumated many shares will be ISSUED.
Take care
5Cap
Kelly has gone into his bunker - so much for the most communitive CEO in america.
Greg and Domen used to be his mouthpiece here and now he doesn't even send them emails or respond to them. My guess is Greg doesn't post much anymore he sold his small position but drank the Kool Aid and will continue to spout the company line when he does. Domen on the other hand is here til the end and Kelly is god....
Liquidity
"Equity without liquidity is not equity."
That is why IMO the companies being acquired with no cash and all stock would be foolish to take shares that are 100% restricted for 1 year. A year is a lifetime for an OTCBB company and the price now $.17 could be $.01 a year from now or obviously could be $2 - (with the reverse split). Which why a portion will be free trading or a verrrry short wait period
Time will tell - all the momemtum sure died from mid-week
Question
You said: "why would they want to sell their companies for restricted bulletin board stock?"
How do we kmow it is for restricted stock when we have not seen the details yet? My guess is the companies will be getting a mix of open market, restricted stock, and discount options....
Let me know see VTSI - $1M or in annual sales losing big $'s a year acquiring 3 companies with allegedly $40M in annual sales and allegedly profitable. How many shares needed to acquire? ALOT!!!!!!!!!!!!
I sure see the value for the companies getting into the public shell but L Kelly Jones - Lawyer as CEO of the combined company?
What's up with that?
David
Enemies? Get it through your head Kelly does not care one iota about you or any of "the shareholders". It's business - it's about no 1 baby and how he can make some $$$. When you call him it's probably - "oh no it's David again - yeah I'll take his call and try to appease him again".
If you have so much invested here you should look at an exit strategy to take some off the table at $.20 Wed sure looks good now...
Good luck
The Question
How is the company going to pay for the acquisitions - assuming they are real? STOCK and LOTS of IT.
Sounds issue a ton more shares and then reverse split????
People get hoodwinked again????
Time will tell huh....
Mano
I don't do drugs - I am very calm and relaxed. BP is 120 over 80
I do appreciate your concern.
You be well and take care
Looks like the Pump is on....
Pump Pump Pump - looks like 2000 all over again - lol
David
The shareholder vote - please do not be naive. The individual investor will have no say if the proposed acquisitions go through. The 4 or 5 major shareholders (L Kelly and others) - L Kelly has in his pocket will determine the vote outcome.
As we overturn the rocks things to not appear what they seem.
This statement from L Kelly's shareholder letter should sure come with the normal disclaimers. The statements of the three companies are currently unaudited I believe
"the anticipated net result is a nine-fold increase in company assets (at book value), a six-fold increase in currently-projected 2006 revenue, while only doubling our debt. By any standards, that's a great corporate opportunity. We think there's a real likelihood, based on current projections and trends, for 2006 revenue in excess of $40,000,000, with a significant level of 2006 profitability."
The stake is in the ground - 2006 $40M revenue and significant level of profitably.
Previous comments - Profitability by Q3 05 - Qending 9/30/05 to be announced 11/15.
Time will tell
Charlie
I guess this compaany is acquire for hire? Good for a pump and dump? When it falls through - next............
Time will tell
Paul - GCCP - OT
The OTCBB
Global Concepts Announces Liquidation of Its Primary Subsidiary
Monday October 17, 8:54 am ET
MONTCLAIR, NJ--(MARKET WIRE)--Oct 17, 2005 -- Global Concepts, Ltd (OTC BB:GCCP.OB - News) announced today that its U.S. management has discovered serious misconduct by the French management and internal accountants of its subsidiary, Compagnie Logistique de Transports Automobiles ("CLTA"). The misconduct involves both non-financial and financial matters.
On October 13, 2005, a court in France assumed jurisdiction over CLTA and appointed a receiver for the purpose of liquidating CLTA. In light of the malfeasance by CLTA's French management, Global Concepts did not interpose any objection to the liquidation of CLTA. Moreover, Global Concepts' U.S. management is currently working with French legal counsel, special forensic accountants in France, and its internal and external accountants in the United States to determine the full extent of the misconduct by the French management. That investigation will determine what remedies may be available to Global Concepts, Ltd.
The Board of Directors of Global Concepts has determined that the unaudited financial statements contained in Global Concepts' Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, and June 30, 2005, should not be relied upon, due to the misconduct by CLTA's management. The full extent of the misconduct cannot be determined at this time. However, the Board of Directors believes that the financial statements provided by the French management of CLTA materially overstated revenue, and that assets and liabilities had been materially misstated. The revenue and income reported by CLTA represented substantially all of the revenue and income reported by Global Concepts for the first six months of 2005.
Charlie
The OTCBB - these PR's look all too familiar to ones seen in the past from other companies - "national expansion and acquisition strategy, company officials said."
I think that is boilerplate on many a OTCBB PR template...
Paul
Well the transaction sure didn't work out too well for NCPN - they ended up pink which normally occurs when a company misses SEC filing deadlines.
Charlie
In order for the deal to go through the company's financial statements need to be audited - once you raise the hood things may not be as advertised or they may be fine...time will tell.
It is just surprising to announce 3 companies acquired on one PR - just my opinion.
Good move today we'll see where it goes and if some get held holding the bag as the mo mo's hit the road....
As I said today...
The real test is when the terms of the sale are announced along with the company's financial statements
Read the words carefully.....
VirTra Systems, Inc. (OTC Bulletin Board: VTSI) today announced that it has signed a letter of intent to acquire three private electronics companies, Altatron, Inc., Dynalyst, Inc., and Suntech, Inc.
Under the terms of the anticipated definitive agreement, VirTra Systems will acquire the three companies in a stock-for-stock or merger transaction. Terms of the transaction were not disclosed. The agreement will be subject to a number of conditions, chiefly VirTra Systems' due diligence review and approval by its shareholders.
Sir Felix - this may be your chance to take some off the table as you have stated you are overly invested in the highly risky OTCBB stock
GLTA
NCPN
NCPN is now pink
http://finance.yahoo.com/q?s=NCPN.PK
Bill
On June 30th he said he expected profitability for Q3. Kelly reserves to right change his mind and continue to move out the targets...
It's a great momentum play today from $.14 to $.20 - it's interesting OTC Journal which is used by Dutchess to say it's a buy at $.18 and once it gets to $.24 then wait until things get more clearer.....