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I believe the stock moved up because (a) there is some active leadership (Kevin, etal) that seems to be taking steps to resolve the problems and move EGMI forward, (b) very credible parties have been added to the team (PricewaterhouseCoopers, GC Andersen, Shearman & Sterling), and (c) those who had fiduciary duty over the accounting for EGMI during the years in question are no longer in charge and are being replaced.
In my opinion, these steps will create a much stronger foundation under EGMI on which to build its future. Are there problems and questions still to be resolved, and is the operating history, balance sheet and value of EGMI still in question? Absolutely. But I personally take some comfort that those moving forward in the leadership team and those who are just joining see value in making this substantial investment to get things right.
From the EGMI Form 14C filed 8/27/2009 showing commom stock ownership of certain beneficial owners and management as of August 1, 2009, see below. According to this schedule, Lee Cole, Lynden Boyne and most other executives, other than Lord Steinberg, owned less than 1% each (see *).
My understanding is that Cole and Boyne resigned, rather than being removed by any vote. So, they may have seen benefits to resignation -- best interests of EGMI, focus on avoiding prosecution, other interests, etc. Seems to me that Lee Cole's forte may be public shell mergers rather than company operations -- but my history with EGMI and Cole doesn't extend as long as many here.
Lord Steinberg (1) 10,622,867 16.05 %
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Lee Cole - *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Kevin B. Donovan 30,265 *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Anna Houssels 29,137 *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Eugene Christiansen 166,667 *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Linden Boyne - *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Paul D. Farrell 366,667 *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Thomas E. Schiff - *
5405 Alton Parkway
Suite A-353
Irvine, CA 92604-3717
Manatuck Hill Partners 8,262,697 12.48 %
1465 Post Road E.
Westport, CT 06880
Ingells & Snyder 4,117,225 6.22 %
61 Broadway
New York, NY 10006
All officers & Directors, as a group 11,215,603 16.94 %
* Less than one percent.
IFTC - I share your views and your questions. It's difficult for me to see any great need for dilutive capital -- but still, there is that confusing March 19 PR: "Due to EGC's current state of affairs, one of Andersen Partners' first initiatives will be to raise working capital funds to enable the Company to engage legal, accounting and other service providers..."
Like you and everyone else here, I haven't been able to reconcile the facts as I understand them with the stated need to raise working capital.
One observation about the LC & LB statements re: "no material change to the Company's net asset value..." -- assuming this is true, it could mean that the cash is not there because its value is in the form of some other asset: receivables, investments, or some other non-cash or illiquid assets. Note that their statements did not say "no material change to the Company's CASH..." Substitute an illiquid or other asset for cash and you still have the same "net asset value." If that is the case, it could explain the need to raise some working capital.
All things considered, I added to my position early this morning.
I'm certainly impressed with the support team that Kevin seems to be building here.
Shearman & Sterling appears to be strong in capital markets, finance, corporate governance, litigation and mergers, among other business-oriented practice areas. PWC is top shelf among CPAs worldwide, and GC Andersen seems quite capable.
If this is the quality of management team we'll be building to go forward, I'm impressed. To me, these actions reinforce my belief that there must be some solid base to the business worth this kind of investment.
ML - Thanks for your well-written response. You've taught me a new term ("mushroom investor") and brought a laugh in the process.
I agree with you. As for the concerns about "perception," I think EGMI is in a similar position to Tiger Woods. If he completes his rehab AND returns to winning he can do quite well -- continued support from many, rejected by some, and perhaps some new followers in the process. Changed forever, but possibly stronger for having gone through the process.
As you have noted, "believe" provides some wiggle room compared to a statement of "fact." However, use of the term "believe" does not give management a free pass to make any statement without doing adequate due diligence to provide a reasonable basis for the belief. And, if the statement later proves to be materially false or misleading, I believe the burdon of proof will be on management.
Here's a typical SEC complaint on materially false and misleading statements made by management, even when the statements had been characterized as "estimates" or "beliefs": "This statement was materially false and misleading because Respondent, through its former CEO, knew, or was reckless in not knowing, there was no reasonable basis for [the company] to represent that [belief], particularly where its former CEO did no due diligence to determine the [belief]."
From my perspective, the blind-siding of shareholders was not the SEC's temporary suspension of trading on 2/19/2010. It was EGMI's disclosure on 2/20/2010 that effective 2/12/2010 EGMI's auditors had "withdrawn its audit opinions for EGCI’s financial statements for the years ended December 31, 2006, 2007 and 2008" because it had "become become aware of irregularities" and that it had "concluded that its prior audits could no longer be relied upon."
Particularly at this stage, I believe the SEC can be a valuable resource for shareholders -- and perhaps much less expensive than class-action lawsuits.
IFTC, I agree with your recovery thoughts. IF there is fraud, getting a court judgment is the easy part -- collecting it is uaually the challenge. In many cases like Enron, the loss in market value far exceeds the net worth of any individual or even groups of individuals involved. Unlike many such cases, I do believe with an EGMI market loss of $100 million +/- we have at least a couple of likely recovery sources that could exceed this amount, as you mentioned. May or not be enough to make a full recovery, but seems likely to be much more than just pennies on the dollar.
Also, while I know the historical revenues and profitability of EGMI are under investigation, I continue to believe there is some technology and on-going business value either as a stand-alone company or through an acquisition by others.
All things considered, I'm still in agreement that the long-term downside from $.17 is minimal compared to the upside potential.
I spoke this morning with the SEC staff attorney, Steve Larson, of the New York Regional Office of the Securities and Exchange Commission. He was one of three contacts on the 2/19/2010 temporary suspension order.
I didn't expect to gather much info, because the SEC policy as stated on their website is: "The SEC conducts investigations confidentially for two main reasons. First, we can conduct investigations more effectively if they are not announced publicly. For instance, important documents and evidence can be destroyed quickly if people hear of an investigation. Second, investigations are kept confidential to protect the reputations of companies and individuals if we find no wrongdoing or decide we cannot bring a successful action against them. As a result, the SEC will not confirm or deny the existence of an investigation unless, and until, it becomes a matter of public record."
As expected, Steve adhered closely to this policy. For whatever it's worth, Steve answered his phone promptly and seemed quite familiar with Electronic Game -- didn't need to "check his files" -- so to me EGMI was clearly a front-of-mind issue for him.
For those of you wishing to seek official help in recovery or string someone up if warranted, my best guess is that it's already being investigated in keeping with the SEC's mission to "protect investors."
While you can file a complaint with the SEC, I don't believe at this point that it's necessary unless you have some inside information that may be helpful to an investigation.
IFTC, thanks for reaching out to the institutional holders and for sharing your findings.
I do not believe that Mendoza Berger & Company has been named in any of the lawsuits yet. It's probably just a matter of professional courtesy at this point. However, I have spoken with a couple of the law firms and both have said the same thing -- these suits will ultimately be consolidated into one suit and the list of parties will be amended to include all appropriate defendants. Depending on the findings as information develops, this will likely include officers, directors and the auditors -- which will likely also bring in their insurance companies, if any.
Having conducted audits of public companies and written many securities-related documents over the years, I'm always watching for key phrases and specific wording to better understand what's actually happening behind the scenes.
I've been intrigued by the terms used in the 8-K disclosure filed on 2/20/2010: "M&B advised EGCI that it had become aware of irregularities in the audit confirmation of a bank account represented to M&B as having been held by Electronic Game Card (UK) Limited (“EGC Ltd”), a wholly owned subsidiary of EGCI that conducts its European operations."
Confirming the accuracy and control of cash balances, using multiple investigative techniques, is pretty basic to the standard audit process -- particularly when the cash balance is so material to the overall assets and net worth of the company. In my experience, I've never encountered the use of these terms before and as with many of you, I've tried to imagine what circumstances led to this.
Most audit reports use standardized language developed over the years with specific meanings incorporated within each phrase. Since I wasn't familiar with this one, I Googled the specific phrase used by EGMI's auditors of "irregularities in the audit confirmation" expecting to find other situations which might provide some insight. To my surprise, all Google results returned were only for EGMI -- no other companies in Google history.
My conclusion? I still don't know -- but it appears that we have a very unusual situation unfolding with EGMI.
The NT 10-K Notification of Late Filing did not show a check in the box for the 15 day extension, but instead left it open-ended, as stated in the final sentence. I interpret that as a strong likelihood that we will continue under suspended trading for an indefinite time -- but as noted by others, at least it's good news that they have filed something and given some indication of attempting to maintain compliance.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. (Attach extra sheets if needed.)
As reported in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2010, February 22, 2010, and March 2, 2010, Electronic Game Card, Inc. (the “Company”) announced that on February 12, 2009, Mendoza Berger and Company, LLC (“M&B”), the Company’s independent auditors, informed the Board of Directors that it had withdrawn its audit opinions for the Company’s financial statements for the years ended December 31, 2006, 2007 and 2008 because they could no longer be relied upon. M&B advised the Company that it had become aware of irregularities in the audit confirmation of a bank account represented to M&B as having been held by Electronic Game Card (UK) Limited, a wholly owned subsidiary of the Company that conducts its European operations.
The Company is currently working to determine the adjustments necessary to reissue its prior financial statements. As a result, the Company is unable to complete the preparation of its financial statements for the period ended December 31, 2009 and, therefore, will not be able to file its Annual Report on Form 10-K for the period ended December 31, 2009. The Company is not able to determine when it will be able to file its Annual Report on Form 10-K for the period ended December 31, 2009.
At its current size, EGMI is required to file their 10-K within 90 days of their year end, or March 31, 2010 (today). However, they may file a Notification of Late Filing if the report "could not be filed without unreasonable effort or expense" and can receive another 15 days.
The penalty for failure to file is handled through SEC adminstrative proceedings and will generally involved suspension of trading or even revocation of the registration -- although revocation is generally a last resort often involving a year or more of no filings.
If this patent ruling holds up on appeal, you've noted how it may be damaging to MYGN. I'm wondering -- are there patents now held by others that may then be marketed by MYGN? If so, could this evolution of patents in this area become a positive for MYGN?
If there was no real business, as some speculate, where did the $12 million come from?
If Lee Cole and/or others ran this as a fraud, what's their gain from this?
I'm familiar with pump & dump schemes. Certainly with the EGMI price running up to over $2 there was that opportunity, but I don't see any signs of the insider dump. I've seen no filings or other indications that any insiders have sold their positions. In fact, filings shows that LS made significant acquisitions.
Please educate me. I'm looking for the motive. Where was the gain to Lee Cole, Linden Boyne, or others here?
For short sale data, you might check the website:
http://shortsqueeze.com/
Per the 9/30/09 10-Q, EGMI fully diluted cash per share was $.176 and fully diluted stockholders' equity per share was $.306. At 12/31/08 per the 10-K audited financial statements the respective amounts were $.131 and $.209.
Keep in mind that the 9/30/09 financials were unaudited, and the audit opinion on the 12/31/08 financials has been withdrawn. The EGMI press release on 3/5/10 states "that it believes that there will be no material change to the Company's net asset value upon the completion of the review of its financial statements by its independent accountant."
Obviously, if the financial statements remain materially unchanged after review and the release on 3/5 proves correct, the current $.20 PPS appears close to worst-case liquidation pricing. But, the accuracy of those statements is now the $64 million question....
I tend to agree that Andersen could be a good move. Whatever Andersen is going to do should include promoting the value of the business. I still hang my hat on the insiders interests still being aligned with us in wanting to maximize shareholder value. Combine that with competent help and good things can happen.
Well, I'm not sure what to make of today's press release. On one hand they're looking forward -- which seems to be good. On the other hand, they're engaging professionals "to review the historical operating and financial performance..."
At least they appear to be working on resolving issues rather than just disappearing.
While I expect a March 31st filing, we should all be aware that "if the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief" EGMI may file a Notification of Late Filing -- which generally provides another 15 days in which to file.
The 10-K filings do not disclose specific customer names or sales levels by specific customer or distributor. For competitive reasons it is neither advisable to disclose such customer-specific information nor is it required disclosure.
There have been many announcements by EGMI over the years of new distributor agreements, many of which are confirmed by similar press releases from the other party. Several EGMI distributors have websites that have been linked on this board. I suspect you could go back through the announcements and piece together a key-customer/distributor list, or someone of this board may have already done so. But without access to the internal records of EGMI I don't think you'll find sales amounts by distributor or customer.
I am comfortable that the auditors would have done sufficient verification to form an opinion of fairness of presentation when making the statement in the 2008 10-K about $10.6 million in revenues and just over $5.0 million in revenue from three distributors. I saw no mention in the 10-K that any of those revenues were from related parties (in fact, under the section "Certain Relationships and Related Transactions" it specifically says "None"), so it's reasonable to assume these are revenues from unaffiliated third parties. Those revenue statements in the 10-K would be within the scope of the audit.
Revenue in the audited financial statements in the 2008 10-K were reported at $10.6 million.
The Notes includes this further explanation:
"For the year ended December 31, 2008, the Company transacted its business with three (3) distributors whose customers accounted for 47% of total revenues. Total revenues from these distributors and their customers were approximately $5,049,095 for the year ended December 31, 2008. Total accounts receivable from these related distributors and their customers were $1,077,000 at December 31, 2008."
While as previously reported the audit opinion has been withdrawn on these financial statements, I have seen nothing to lead me to believe that revenues are subject to material adjustment, if any.
kmikesara: EGMI can terminate SciGames exclusive distribution agreement on 90 days notice? That seems like great info considering EGMI might otherwise be locked in for a total of 10 years. Thanks for the info. Do you have a document source reference for that? If so, are there any other terms and conditions available?
Infromthecold: I agree with your conclusions. Like yourself, I also believe that management is doing exactly what they should do with information in this situation. Management walks a fine line here. Premature releasing of partial information, if not required, could be viewed as hyping the stock. As painful as it may be now, there is a process that management must follow.
As for speculation on this board, I have found much of it extremely helpful. There are some very knowledgeable folks on here. Yes, we have to sort out the wheat from the chaff, but I would rather deal with that than a vacuum. In the end, aren't we all trying to gain a picture of what the future may look like -- for which there are never any real facts until they occur? This current exploring is due diligence that most of probably wish we had done long ago and could do on our other investments as well.
Thanks for sharing your thoughts -- I'm right there with you.
Further thoughts on your timing questions...
I think it is highly probable that the company asset issue raised in the February 12 withdrawal of its opinions by Mendoza Berger and the SEC suspension of February 19 was resolved fairly quickly. If so, then it would have been perfectly proper for EGMI to have released its statement on March 5 "that it believes that there will be no material change to the Company's net asset value." I see no problem with this March 5 release of preliminary findings on an important issue.
Resolution of this one issue, however, is far different from being able to release complete financial statements and SEC filings with all of the required disclosures and reviews required. Again, I believe this will likely take until close to March 31.
As for reported statements that IR indicated earlier release, if true, I can only speculate that (a) they were hopeful and understood the intense pressure for releasing info, (b) some key management are unfamiliar with running public companies and may not have understood the complexities of completing the amended filings, or (c) there was some miscommunication between management, auditors, attorneys, SEC or others that are involved in the SEC filings process about schedules.
While I doubt that management is trying to depress share values to pick up more themselves on the cheap (cheaper than their option exercise prices, in some cases), keep in mind that once they release information to the public these insiders will be permitted to take advantage of the depressed price just like anyone else.
The time required for this audit may be more than for a GE.
This may seem counter-intuitive, but based on my background as a CPA performing audits for one of the major CPA firms, you can complete an audit of GE faster than for small companies. GE has extensive systems of internal controls that are well tested and reduce the field work required, teams of internal accountants and auditors, plus errors of $100 million aren't even material. Not so with companies such as EGMI. Recognizing this, the SEC requires large companies to file their annual 10-K's within 60 days, some within 75 days, but allows smaller companies like EGMI 90 days.
EGMI has certain complexities such as foreign transactions, significant new contracts and commitments, a complex and changing capital structure, etc. -- but you're also talking about amendment of three years of 10-K's, three 10-Q's and creating the 2009 10-K. It's not just auditing the financials -- it's also resolving any issues that arise and drafting all of the required disclosures. Then, the drafts must be reviewed and potentially edited not only by the auditors, but also by management and legal counsel -- and under the circumstances, an outside CPA firm and the SEC.
I'm not expecting amended reports or 2009 results much before the SEC required filing date of March 31.
RE: Get out the kleenex, aspirins, scotch, etc.
Pontiac, your tale of intrigue may make for interesting reading -- but I don't see the connection to EGMI.
I've searched through EGMI's 10-K reports back to 2004, and I don't find any inclusion of or reference to Qadback, Willets, Russell King, AG Swiss Holdings, First London, Notts County, or Kevin Leech.
I'm thinking there are billions of factual dots out there, but most of them don't have anything to do with EGMI. We create a very confusing picture when we try to connect them anyway.
I respect your research, due diligence and usually positive contributions to this board -- but I'm having some trouble with this latest line of thinking. Am I missing something here?
Pontiac - Interesting info on EGMI's office in Norfolk House. I don't know that it has any significant bearing on the issues of 2010, but at least the London office isn't a UPS box. You never know when your digging might turn up a diamond.
The SciGames expiration is still a ?? to me. On the EGMI website, there is this 2007 press release:
----------------------------------------
"NEW YORK – May 2, 2007 – Scientific Games (NASDAQ: SGMS) announced today that it has entered into a new exclusive agreement with Electronic Game Card, Inc. (OTCBB: EGMI). Scientific Games will have a 10-year license for the Electronic GameCard™ intellectual property for the worldwide lottery industry. That license will be exclusive in North America and Italy for at least the first three years. This agreement streamlines the sales and manufacturing process and replaces the previous joint venture that has been dissolved as part of the new contract.
“We see great potential in the future of hand-held electronic lottery games and the Electronic GameCard™ is a desirable and customer proven product in this new and expanding lottery category,” said Lorne Weil, Chairman and CEO of Scientific Games. “We consider ourselves a pioneer in the lottery industry, and plan on continuing to do so with successful products like the Electronic GameCard™”
The Electronic GameCard ™ is a pocket sized extended play digital instant lottery ticket. Each GameCard, is about the size of a driver’s license and no thicker than a three credit cards, but is battery powered and loaded with tons of multiple plays. The Electronic GameCard’s ™, electronic play replaces the traditional scratch play on the paper instant tickets. LCD screens on the front of the card display the symbols in a particular play and show whether it has won a prize. The GameCard then aggregates the players wining points that equates to a cash prize claimed like any other lottery instant ticket.
Both the Kansas and Iowa lotteries have offered the Electronic GameCard™ to their players and both resulted in extremely strong sales. After the first five weeks of sales, which totalled $1.1 million and indexed at 238, the Kansas Lottery re-ordered a full quantity of its $20, 80 plays, Electronic GameCards™ branded as Super Sevens.
“This new arrangement offers a win-win opportunity for both our companies as we each will be able to maximize the profitability of future ElectronicGameCard sales. Additionally, our company can now focus its resources on expanding the market for the GameCard into new areas, as Scientific Games devotes its attention to promoting the Electronic GameCard™ within its target Lottery markets,” said Roger Holdom, company spokesperson. “As the technology leader in the lottery industry, Scientific Games is the best possible partner for us, establishing credibility for our GameCard with their reputation for excellence and creativity.”
In 2005, the Public Gaming Research Institute (PGRI) named the EGC as the Lottery Product of the Year during its conference in Las Vegas. The PGRI award recognizes the importance of new products to the growth and continuing success of worldwide lotteries."
----------------------------------------
It appears that the agreement continues for 10 years but was exclusive "for at least the first three years," which I infer would be about April 2010 or later. The only other termination reference that I've seen is in the 3rd Qtr 2008 CC of April 2011 -- which would be about 4 years since inception -- with further reference to potential renewal on unidentified conditions. I did not see the SciGames agreement referenced in the 10-K and I still haven't found any further details.
So the SciGames agreement ends April 2011 but can be continued, as described in your 3rd Qtr CC posting:
David Watson – Private Investor
Regarding the Scientific Games, I believe that was like a three-year contract, so in a year and a half I'm supposing that expires. When that expires what's the plan for you guys in the North American gaming market?
Lee Cole
Well Sci Games just have states lotteries, so we're still able to serve the rest of the gaming market. Obviously state lotteries is a big area. One of the things that we're working on is a new card for the lottery market which will be a lower price to hopefully get us into the $10 lottery market as well as the $20, but at the moment we’ve got our agreement with [Solar] games which expires as you say approximately April ’11 and until that time we’re in their hands in the US market.
David Watson – Private Investor
Is the nature of that agreement such that they can re-up that agreement at their discretion?
Lee Cole
Actually it is providing they've met certain criteria.
Multiple potential acquirors make perfect sense, as you suggest. In fact, if a credible acquiror became involved, the BOD would almost have to seek other potential acquirors to serve their fiduciary duty for shareholders. It could be difficult to negotiate a favorable transaction without viable options. The complexity of dealing with multiple acquisition/merger parties could also explain an extended silence.
I continue to also place high value on the fact that management continues to hold a significant shareholder position, aligning their financial objectives with ours.
BTW, I did a quick search for the SciGames contract details but didn't find them. It seems like I read somewhere that SciGames could extend the agreement under certain circumstances. I'm not sure how material this is to EGMI, but if it is, does anyone have the specifics?
For those hoping for an acquisition/merger in process for EGMI, here's one more observation. This was discussed briefly within the past couple of weeks, but here's some specific wording to ponder.
In the SEC release announcing the order of suspension on February 19, 2010 www.sec.gov/litigation/suspensions/2010/34-61544.pdf the SEC stated:
"The Commission temporarily suspended trading in the securities of EGMI because of questions that have been raised about the accuracy of assertions by EGMI, and by others, in financial disclosures to investors concerning, among other things, the company’s assets."
...and by others...? Who would have access to EGMI's bank accounts and books sufficiently to identify potential errors outside of EGMI and its internal management? Most likely either (a) EGMI's auditors, or (b) auditors performing due-diligence for an acquisition, merger or similar major transaction.
In my experience, if the company's current and historical auditors had identified an error affecting their previous reports, in view of their potential liability they would have worked diligently to resolve the issue before announcing it -- hopefully avoiding announcement if any changes would not be material. So, I think it is far more likely that the issue was raised by an outside authoritative source that required immediate disclosure -- most likely an auditing firm performing due diligence.
Of course, even if this speculation is correct, there is no assurance at this point that such due diligence will result in a definitive agreement and a transaction -- but if a major transaction were to take place this would be an appropriate precursor.
Just trying to fine-tune the existing dot connections while we wait on more dots.
AH's history as a ballerina probably doesn't have any significance for EGMI or her ability to have added value -- but I continue to be impressed by the ability of you and this entire board to perform due diligence and dig out facts. I appreciate your active participation and sharing of whatever you find.
RE Q4 earnings, I have not heard anything new. However, I'm fairly certain EGMI can't/won't release Q4 until the CPAs complete their adjustments of prior periods and are ready to reissue amended prior period reports.
And if you subscribe to the theory that an acquisition may be in the works, there may be additional time required for the acquiror's auditors to also review and agree with the fairness of presentation.
I believe under SEC rules EGMI now has until March 31, 2010 (90 days) to file the annual report 10-K for 2009, which would include the release of the 4th quarter results. So, given the complexity of the current situation, I'll be surprised if Q4 gets released much before the end of March.
There may, of course, be other releases before then. If AH has departed as a Director, there should be an 8-K filed this week.
Did the EU Distributor possibly refer you back to the US distributor because your inquiry was coming from the US?
OBV (On Balance Volume) continues moving up for EGMI through the end of trading today, which I interpret as bullish from a technical perspective.
At this point, it seems to me that virtually any news on fundamentals would have to be considered positive. In fact, it's hard for me to even imagine any news that would be fundamentally negative at this point, even if prior earnings or cash balances were reduced downward. And fundamentally positive news, such as continued increasing earnings or an acquisition, could turn EGMI into the stock of the year.
All things considered, I'm still increasing my position. As before, if I'm off base, please do me a favor and let me know.
You're right. Bally's with $900 million of assets is smaller than I thought, so an EGMI acquisition would be material. All the more reason to wait for completion of the EGMI financials before executing and announcing a definitive agreement. And if this acquisition or merger with BYI is pending, EGMI's financial restatements may be pending until Bally's auditors -- Deloitte -- complete their review also, since they would likely need to consolidate them into BYI.
Your Bally's theory may still be intact except for the timing. With no definitive agreement yet, there's no disclosure required by either EGMI or BYI. And EGMI isn't material to Bally's, so to even bring up a potential acquisition may raise more questions than it answers -- which is certainly not their goal at a meeting like Roth.
Just trying to throw you another branch.
PS: I believe Bally's is presenting now -- noon Pacific time.
With no market makers it's hard to know for sure what's going on behind the scenes. It could be as simple as the trader gone for lunch or down the hall. It's more likely that there simply aren't enough shares identified as available to fill your order, and the broker-dealer isn't willing to fill them from their own account at that price, even if they have enough shares. Depending on how motivated you are to buy, you can either wait to see if more shares become available at your price, or keep increasing your bid until its executed.