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Purposely elusive wording of the documents?
No.
The indemnity language is completely common and also entirely logical- you are indemnified for items outside your control and liable for damages caused by you through negligence or fraud.
You are picking up the house and turning it around the light bulb to screw it in.
Fair enough. The deal was signed and approved a bit earlier, but looks like there was some remaining things to be done at that time.
2 years from closing would be mid September 2020.
Nope. There have been a few occasions where SEC suspensions of a CUSIP have resulted in reinstatement (usually to further disastrous results), but there has never been a reinstatement of a FINRA CUSIP suspension/ticker deletion. Its their equivalent of a forced cancellation.
Yes obviously nothing will be happening tomorrow. But it will be anticlimactic because even if the lawsuit is rubber stamped, nothing will happen but there will be a claim that getting the lawsuit only paves the way for whatever is the nonsense theory of what is next. So there will be a waiting period post rubber stamp where these guys think something may be happening (and of course no one is working on anything related to the former company), and only after this undermined amount of time will there be a needed shift to a new theory.
So 39k to 195k to 234k to 91k Is going to be referred to as “dramatic growth” from new client contracts? 234k?? He’s bragging about new business that after multiple quarters of “dramatic growth” does not recoup his annual incentive pay?
The word “growth” should not be permitted to be used to describe this company except for aspirationally.
This is a great list of completely debunked questions in search of some plausible explainable path for how any could be consistent with the reports and still add up to something that isn’t 0 for shareholders. I can think of a few that you missed though. There’s just so many.
These are dated prior to the failure of the restructure, which went down between July 16 and 30, in between the 3rd and 4th reports. Clearly documented.
Either, both or none. Standard inclusive language.
Unless of course this was meant to be so specific as to be sure to capture correctly a small point related to a second transaction that can be hinted at in documents but never fully mentioned. Like they absolutely can’t talk about it but they also have to at other times, kinda.
Telling them the liquidated company was liquidated. An insane thought that I’m sure was said in jest.
The sole message of the10th Monitors report was begging anyone not to believe the opposite.
728k was raised and 1012k needs to be repaid in less than a year.
I hope some are seeing the gravity of the situation. I wonder how long this was in negotiation, as in did they know about this desperate usurious deal as shareholders were fed that GAAP garbage (implying there were many more sales underway but not yet recognizable for q3)?
I hope the call on Monday will be met with real consideration and not the usual “everything is going great” after a poor quarter. I don’t see another pivot left now with the current burn and limited capital access at this market cap, and there is 90 days ahead before another opportunity to get the market cap up.
What part is interpretation? That they borrow money at a 50% rate? Or that those are very bad terms, indicative of a company a) needed money badly and b) didn’t have better options?
Well, sure, that’s true. But greed is the easiest type of element to work with because you know exactly what motivates and therefore behavior becomes predictable. I’d choose greed over ego, power or any other motivator in a transaction.
So while I do understand the sentiment, I am not sure what could have been done differently or how this played out in a way that was a surprise.
Just tell me when and how so I can debunk it (again).
No further activity here other than those waiting for further activity.
I already told you the difference.
And shut down the snippet about the Bioaq “restructuring” as it was referenced as the same type of “restructuring” as Carrillion.
How many times has a snippet been placed here where an employee/consultant/advisor refers to their work on a “restructuring” as evidence that the Monitor reports of a liquidation are not correct?
In this case I shut down such a snippet by pointing out the “restructuring” was referred to using the exact same terminology for Bioaq and Carrillion, both liquidations with the same outcome for shareholders.
Nothing else about the two companies is being compared.
The significance I pointed out is that liquidation is a form of restructuring in this employee/consultant/advisor snippets being purported to evidence something else.
This company was liquidated pretty quickly if you look at the timing of the pivot from failed recap in the 3rd report through the liquidation process. It feels like it’s been 2 years but remember for most of that horizon this has been completely finished. No one is working on this and no one is waiting for anything except for a small group whose acceptance is slow, which likely is the case with Carrillion Group also.
In one scenario a business admits it’s not gonna make it a little sooner.
Hey any comment on my definitive proof that any time an employee/consultant/advisor refers to their work on a “restructuring” it could easily mean liquidation (a form of restructuring) where shareholders get nothing?
Btw- that’s what happened here. This company was liquidated and shareholders got nothing.
Absolutely it would have been better had they stayed on OTC, but as I recall they did not have room to sell more shares without a R/S, and that pill went down better as a means to the promised land of a new exchange.
Haha, I assume “restructure” should have the same meaning as in the bullet above? Check out the Carillion Group, a well known disaster/liquidation. Shareholders got nothing, of course.
The alternative was no capital raise, no acquisition and no uplist.
The cash flow positive comments feel like active deceit at this point several quarters later when it’s now clear that there was absolutely no basis for such a prediction.
Despite the fact that the short interest has been declared here many times as negligible, around 3k at the time of deletion.
Nothing will happen, will be the same stuff. For a long time.
I was going to note this as well as I do not have an explanation. I would have thought the market had priced in a flat quarter expectation. And I thought such a dip and the debt would been below a reasonable “worst case” scenario. I mean it’s not clear there is even a path forward here as they would have to dilute 1/3 this market cap to get through another year like 2019. I can only think of 2 things- 1) the market was ahead of me in its pessimistic expectation for Q2, or 2) it is taking a wait and see approach to q1.
There’s no board. And no, they didn’t approve a material transaction before they left without telling anyone.
Verb is not growing. Buying a company (and losing a ton of market cap in the process) with low margin revenues does not make it a growing company. And the fact that those revenues have progressively shrank is not positive for investors. There is nothing positive for investors here.
It’s crazy. I haven’t looked up when they did the staggered equity raise, but I can only assume they were racking up the debt anticipating that funding.
It’s just crazy that they were talking about GAAP rules in November while they KNEW revenue was falling and debt was building to scary levels.
I see they were riding current accounts to survive before the next financing which frankly doesn’t have that great of a horizon at this rate. I recall the tenor of the discussion when last earnings was unimpressive DURING this reported quarter when half of this result was known, which is actually quite wrong.
The restructure attempt was reported as failed and so a new process was approved for liquidation. And then that liquidation was reported in excruciating detail and approved by 2 judges. So yes any restructuring scenario would have been done in secret as it directly conflicts with the results reported.
Its up to you when and how you accept the meaning and intent of the infamous "best interests and no hardships" language. It is present in every bankruptcy case, as it is the Monitor and judges duty to arrive at a conclusion that is in the best interest of all stakeholders. That does not mean all the stakeholders are happy with the conclusion. It also doesn't mean that the Monitor is capable of a Sermon on the Mount event where they produce more recovery than what was otherwise possible because they've promised full recoupment to all the layers of financing. It also FOR SURE does not mean that they accepted a way better deal behind closed doors, reported a fraction of the deal to the public, winked at the investment community with this "clue" language, and then plan to reveal the spoils many months later.
It comes down to this. Why wasn't the 2nd deal laid out? If the answer is because it needs to be kept a secret, then why wasn't it kept a secret ("best interest...no hardships"). Why can the judge drop hints if it is required to be a secret?
Covid was not relevant from a business disruption standpoint in SoCal and generally the rest of the country until maybe March, so there is zero impact on performance through December of 19 and I think negligible through end of March.
If there is no growth through December, you were mislead in November.
Eventually yes, q4 and q1, no.
Is there a problem with setting goalposts to measure the companies progress against?
Standard stuff for a release.
The numbers in the reports are not affected, however, it is reasonable to say the preparation of the reports was impacted or at least could have been. And even if they weren’t, it’s reasonable for the company to take the time afforded them for any reason that they think is beneficial.
But just saying again, beware any commentary on needing to wait more quarters for growth to meet set expectations based on the virus. It was not around through the end of q4 and would have had minimal impact on q1.
Fair enough. My point is look out for the believability of the actual effect here based on the tenor of the quality of the quarter(s) vs expectation.
GAAP rules had nothing to do with the last quarter not meeting expectation and Covid had nothing to do with however q4 and q1 went. But sure, it may have affected q1 reporting, certainly from a convenience POV.
There is nothing wrong with the company taking any time or concession granted to them, it’s no different than a citizen trying to minimize their taxes. However, the extension was made generically and the impact to this company should be minimal, again, through at least q1. I bring it up because the market will take context into account, as it always does whether it works for or against some company you’re rooting for.
The GAAP excuse for slower growth than I guess some anticipated was a bad look, and a virus commentary on these reports would be as well.
If there is no excuses made and/or the growth promised on the MLM business is as promised when investors were asked to temper their expectations again last quarter, I’d be the first to say that’s positive.
I agree.
I hope there is improvement and it helps all the investment dollars here.
It was very unflattering when GAAP accounting rules were incorrectly used as an excuse in a prior quarter, and I sense the virus will be cited here, which again would be very unflattering. I think it’s fair to say the virus could have had impact, or even substantial impact with respect to Q1 financials in their preparation, but not really the results themselves.
The other thing to watch out for will be whether the prior trajectory of urging investors not to worry about this (Last) quarters financials as they are shedding the lower margin business for the higher margin business is still the case or whether everyone is asked to wait again on the fruits of the latest pivot to show in subsequent financials. If this is the case, it doesn’t mean there isn’t hope or merit to the new business, but it just goes to the history of unmet expectations and pivots.