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ctb, are you trading it or just buying and holding for the next 2-3 years (that's "long term" to me)?????
LowFloatGoat, I just tried a quick comparison just based on OS, your analysis is probably better. My biggest concern is AMEP's past history, I have followed the RB board for about 2 years and too much "I've talked to the CEO", etc., etc. Look back at the old posts from a year or more and see the pumping going on....many of those "longs" aren't even posting now. Pumping while the company was doing major dumping.
Basically and JMO, all the great DD doesn't mean squat because this is a BDC and doesn't detail the investees figures for compensation, etc. If AMEP owns the investees 100%, why didn't they just merge and allow the shareholders to see all the details in the filings??? Too many red flags for a long term hold, IMO. Even now they are not meeting dates in PR's and most of the "updates" are phone calls to "Joe" who can't seem to hit a date either.
BTW, the DD on TDYH is only as good as the company's word, they can say anything because they aren't required to file. BUT, so far they aren't releasing pump PR's to dump shares, just a few updates... The big risk if they are being 100% honest, is, can they get it done???
mnfats, AMEP has over about 325,000,000 shares OS,
TDYH has, "Authorized 100,000,000; Issued 22,250,000 of those
Restricted shares 20,250,000; Public float 2,000,000." AMEP would be about $1.13 with the same share structure. TDYH is a pinkie and not reporting yet, but it's not a BDC either, all facts and figures will be up front. BUT, it's still a pinkie and I only have money in it that I can afford to lose completely. TDYH pps has been trending down because of lack of filing, etc....waiting on getting those ducks in a row and it's dragging on....
Stberlin, due you mean stocks under $5.00???? I hold a couple, but not any I would recommend with confidence right now for others. AMEP is still a good "play", IMO, for high risk and short term only...should pop if they ever start drilling. I wouldn't rec it for long term right now for the reasons I've posted and until I see the November filing for revs and dilution.
I like BABB for the OS/float and dividend history and SPDV for the long term, but I wouldn't advise others to buy, they are both OTC stocks.
ctb, if Ignore fits you, wear it!!! One's man's reality is another man's dribble!! We shall see!! LOL!!! One thing great about the stock market, time always tells, not like disagreeing on who should have been president.....
ctb, all the revenue can go in the investees' management's pockets as salaries and bonuses and AMEP reports peanuts. I bet the percent of private investors in the wells is not revealed either in the filings, maybe just via "phone calls". I think some are being naive, this isn't about shareholder value or millions of shares would not have been dumped, IMO. But time will tell all...GLTY...
Sam.....EXACTLY!!! That's why you always invest in the Fat Boys and Big Cats!!! Have you seen Big Fat Oils' earnings lately!!! LOL!!!
TRCPA, keep up the good work. I think you'll get this to 5 cents if FASC does half of the stated potential. Keep me at bay because I'm very negative and cynical.....OS check at the beginning of next week?????
Contractor, it's on page 41 of the last 10Q:
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001108017%252D05...
Crude Oil Prices Little Changed
"In other market-related news, China, the world's second largest oil-consumer after the United States, said its imports in September rose 4.8 percent on year to 76 million barrels, or an average of 2.65 million barrels a day, according to data issued Friday by the General Administration of Customs.
Friday October 28, 6:17 am ET
By Gillian Wong, Associated Press Writer
Crude Futures Little Changed Above $61 a Barrel Amid Winter Supply Concerns
SINGAPORE (AP) -- Oil prices were little changed Friday amid lingering concerns that U.S. Gulf of Mexico oil facilities recovering from hurricane damage will struggle to meet heating oil demand as winter approaches.
Light, sweet crude for December delivery on the New York Mercantile Exchange rose 1 cent to $61.10 a barrel in Asian electronic trading. The contract rose 43 cents Thursday to close at $61.09 a barrel.
In London, December Brent on the International Petroleum Exchange rose 6 cents to $59.20 a barrel.
Concern is growing among traders that damage caused by Hurricanes Katrina and Rita will hurt already aging U.S. refineries' efforts to gear up for the winter, the peak season for production of distillate stocks -- fuels that include heating oil, jet fuel, kerosene and diesel oil.
The U.S. government said Thursday 68 percent of daily oil production and 56 percent of daily gas production in the Gulf of Mexico remained shut down in the wake of hurricanes Katrina and Rita.
U.S. supplies of distillate fuel shrank by 1.6 million barrels to 121.1 million barrels, its seventh decline in two months, the U.S. Energy Department said in its midweek report.
Nymex heating oil fell marginally to $$1.8490 a gallon while gasoline inched down slightly to $1.5925.
In other market-related news, China, the world's second largest oil-consumer after the United States, said its imports in September rose 4.8 percent on year to 76 million barrels, or an average of 2.65 million barrels a day, according to data issued Friday by the General Administration of Customs.
"The pace of demand growth in China is something we are all watching, because it will have a greater effect on crude oil demand-supply balance at some stage," said chief commodities strategist Tetsu Emori of Mitsui Bussan Futures in Tokyo.
Oil prices are 14 percent below the late August peak of $70.85 a barrel, when Katrina made landfall.
Meanwhile, natural gas futures have more than doubled compared to a year ago and are expected to produce huge heating bills this winter across much of the United States.
U.S. lawmakers on Thursday urged the Bush administration to open an area of the eastern Gulf of Mexico to natural gas development, arguing that just an announcement of this new supply of gas might help stabilize or reduce natural gas prices.
But the U.S. Interior Department has told Florida it would not consider a lease sale in the area until at least 2007. Florida opposes development of the area because some of it is within 100 miles of the state's Panhandle region.
Natural gas for December delivery fell 19.4 cents to $13.490 per 1,000 cubic feet.
Hope they can fix this...did I miss this in the DD posts???
We have determined that we may be out of compliance with certain of the rules and regulations governing the business and affairs, financial status, and financial reporting items required of BDCs. We are making every effort to determine our compliance as soon as is practicable with the relevant sections of the 1940 Act and are working with our counsel to accomplish our review of that compliance. While we are seeking to comply with the 1940 Act, we cannot provide any specific time frame for our review to determine compliance. We cannot predict with certainty what, if any, regulatory consequences may result from the foregoing.
Our review may result in certain contingent liabilities to the Company as a result of potential actions by the SEC or others against the Company. Management as of the date of this report could not reasonably estimate such contingent liabilities, if any.
The outcome of the above matter could have a significant impact on our ability to continue as a going concern.
Waitedg, the kicker in the IDCO CD's is the statement, "at a conversion price of $0.60, subject to adjustment." That means to me the CD holder is probably guaranteed a percent discount so the $0.60 is not fixed. Also note in the 8-K, "we have reserved 130% of the number of shares of common stock otherwise issuable under the debentures and warrants to provide for adjustments as may be required under those instruments."
Hard to tell what the final dilution will be, if other OTC's are any example, it won't be good in the long term, IMO....
stephQB, was just kidding....eom.
Waitedg, IDCO just got nailed on CD news....
http://biz.yahoo.com/bw/051027/275870.html?.v=1
stephQB, it's very obvious to me you do not understand the oil bitnezz.....LOL! Why are you here????
BTW, a BDC is a Business Development Company that buys private "investees", but avoids reporting any investee details...see AMEP. It's a big red flag, IMO, was set up for mutual funds to invest in private companies, but is used for abuse (JMO) in the OTC. Otherwise, why not merge the investee as a division if it's 100% owned???
Gosh, I hope the Japanese load up on more shares than the Haliburton guys!!!
Business in Japan. Why can it be so very difficult?
Quick answer:
Japan was never a western colony - and that is not a coincidence, but largely due to Japanese people's strong will and traditional abilities. Some (not all) western companies find it difficult to succeed in Japan. Reasons are:
Japanese customers can be very demanding, and often have quit different tastes and needs than Western customers. Therefore in many cases western companies must redesign or redevelop products in order to succeed with Japanese customers. Examples where this is the case range from baby napkins, to tooth brushes, cars and mobile phones.
Because of Japan's size, substantial investments are necessary, and therefore the inherent risks are also large: you either win big, or lose big.
Japan has many very strong local companies. As an example, eBay lost in Japan against local competition and withdrew from Japan. Japanese companies also will not usually welcome a new competitor, but develop strategies to compete hard against new entrants. You must be prepared for such competition with very thorough market research and strategy development. If you do not thoroughly understand your competition in Japan, you have little chance to win. In order to win in Japan you must understand and must be prepared and able and willing to compete with local competition.
Management methods and the actual managers at headquarters in US and EU have certainly won many achievements in the US and Europe and elsewhere. In many cases, however, Western managers and Western management teams are ill prepared to succeed in Japan. In many cases, drastic changes in thinking and manaagement methods and personell changes at headquarters would be necessary to succeed in Japan. However, there are not many Western companies, which act on this knowledge.
Maybe the Japanese will start buying and catch the MM's with their pants down.
beigledog, and a pizz-a-mist...everyone gets pizzed at me!!! LOL! Geez, JMO....that's all....
Doubledownga, see Doubloon's DD above...company plans on Amex listing, extremely low float and most of OS is restricted, on-going biz and revs, not a BDC, but also not reporting yet. Very high risk at this point, IMO, and I cannot honestly give a buy rec except for high-risk funds. I think it's better than AMEP because they do not have a history of screwing shareholders with dilution (yet), that said, AMEP may be a better play gains-wise right now for the short term for high-risk funds.
"Wagner would not state when products containing the company's tubes would debut or who NaturalNano's customers are."
Because there aren't any????
manny t, the rest of the market just isn't as smart as the present holders of this stock!!! LOL! But with O&G prices high, the pop here will be HUGE if the company can follow through with their business plan.....that's the risk here, IMO.
On oil and gas from a Yahoo board:
From the XEL board.
"Another sign of potential supply problems this pending winter is contained in the simple observation that Natural Gas is selling at a significant premium to oil (on a BTU basis). On a BTU basis, parity is at (near) 6 mcf Natural Gas to 1 barrel of oil. Were price to reflect the respective BTU contents .... oil should be at $84-$90 a barrel (or if you look at it from the other direction, Natural Gas should be at $10 an mcf). Historically (again, on a BTU basis) oil has sold at premium to Natural Gas.
The fact that Natural Gas is currently selling at a significant premium is tellng us something that our government leaders are unprepared to announce.
Oil is in short supply .... but, Natural gas must be in VERY short supply. "
I read that oil could go to 100.00 to 150.00 per barrel. Don't laugh, because as I read, it is very possible. Bad for the economy, but good for TGC. TGC, at this price, is an incredible opportunity to buy. Just my thoughts.
How come AMEP releases PR's about the investees' revenue, but never releases a PR about their own numbers when they file????
Charlie, I pity you too!! Let's have a Pity Party!!! LOL!
greeneyedhawk, I am here because I am a member of IHub and am looking for answers, so far my "Red Flag" questions usually get responses on how much the pps has moved. Besides, I already stated I may pick up some shares if it hits 5 cents on no drilling news and I have cash available, depends on how close to the next filing too.
ISON, TSAR, BIDU, BIPH, ALMI have all moved on hype and I have made money on some of them, but I didn't try to BS people to buy my shares when the fundamentals aren't there. Do you buy all stocks that only have $207,000 in losses for a quarter??? Let's see what next Q losses are.....and what the new OS will be. Do you think AMEP will ever report the percentage of ownership of the first well, private versus investee???? And why is the stock only 7 cents, Bitters has been in the biz 30(?) years, why haven't the deep Texas pockets that know the biz, Bitters, and the Barnett driven the pps up to a buck????
Longfellow posted some pictures on RB, check out the Canadian/Japanese flags on the table:
Makes me wonder how political this agreement is and how sincere the Japanese are about selling the KDS.....but, I'm a cynical basterd, maybe it's just me!! LOL! Time will tell....
Canada and Japan have a good trade relationship and organizations to promote...
http://64.233.161.104/search?q=cache:HZ0XbH6q5vwJ:www.ca.emb-japan.go.jp/75thanniversary/2003-2004.h...
Bought for 3 million shares of restricted stock?? That would have been about $60,000??? Not many filings for ownership, is it in this below somewhere??? I bet even their accountants don't understand all this crap.....and that's only part of it.. Where are the family members shares listed in a filing?? The CEO is the only reported filing that I saw, did he use the backhoe rental money to buy the shares??
In May 2004, the Company received $250,000 in gross proceeds from the issuance of a convertible debenture. The terms of the convertible debenture includes an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert and is due December 1, 2005. On May 17, 2004, the convertible debenture holder elected to convert $30,000 of the balance into common shares of the Company and as a result of the conversion, 3,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On June 10, 2004, the convertible debenture holder elected to convert $85,000 of the balance into common shares of the Company and as a result of the conversion, 8,500,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On July 19, 2004, the convertible debenture holder elected to convert $65,000 of the balance into common shares of the Company and as a result of the conversion, 6,500,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). The remaining $70,000 of the $250,000 convertible debenture remains outstanding at June 30, 2005.
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In accordance with EITF Issue 98-5 as amended by EITF Issue 00-27, the Company has evaluated that the $250,000 convertible debenture discussed above has a beneficial conversion feature as the exercise price for is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by recording a debt discount as a contra account to the convertible debenture for $250,000 and $250,000 to additional paid-in capital. As of June 30, 2005, $231,0216 was amortized to interest expense and a debt discount of $18,979 remains.
Effective June 15, 2004, the Company issued a $400,000 convertible debenture to PRI in accordance with the acquisition agreement between PRI and the Company (See Acquisition Footnote). The terms of the convertible debenture includes an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert and is due December 1, 2005. The entire $400,000 is outstanding as of June 30, 2005.
In accordance with EITF Issue 98-5, as amended by EITF Issue 00-027, the Company has evaluated that the convertible debenture discussed above has a beneficial conversion feature as the exercise price is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by recording a debt discount as a contra account to the convertible debenture for $400,000 and $400,000 to additional paid-in capital. The debt discount will be amortized over the debt term of 17.5 months or through the due date of December 5, 2005. As of June 30, 2005, $284,644 was amortized to interest expense and a debt discount of $115,356 remains as of June 30, 2005.
In August 2004, the Company received $1,000,000 in gross proceeds from the issuance of a convertible debenture. The terms of the convertible debenture includes an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert and is due December 1, 2005. On September 14, 2004, the convertible debenture holder elected to convert $100,000 of the balance into common shares of the Company and as a result of the conversion, 10,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On September 22, 2004, the convertible debenture holder elected to convert $100,000 of the balance into common shares of the Company and as a result of the conversion, 10,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On October 8, 2004, the convertible debenture holder elected to convert $100,000 of the balance into common shares of the Company and as a result of the conversion, 10,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On October 12, 2004, the convertible debenture holder elected to convert $100,000 of the balance into common shares of the Company and as a result of the conversion, 10,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On November 4, 2004, the convertible debenture holder elected to convert $200,000 of the balance into common shares of the Company and as a result of the conversion, 20,000,000 shares of common stock were issued at $0.01 per share (50% of the closing share price). On January 18, 2005, the convertible debenture holder elected to convert $38,462 of the balance into common shares of the Company and as a result of the conversion, 2,500,000 shares of common stock were issued at $0.015386 per share. On January 31, 2005, the convertible debenture holder elected to convert $38,462 of the balance into common shares of the Company and as a result of the conversion, 2,500,000 shares of common stock were issued at $0.015386 per share. On February 2, 2005, the convertible debenture holder elected to convert $153,846 of the balance into common shares of the Company and as a result of the conversion, 10,000,000 shares of common stock were issued at $0.015386 per share. On February 14, 2005, the convertible debenture holder elected to convert $169,231 of the balance into common shares of the Company and as a result of the conversion, 11,000,000 shares of common stock were issued at $0.015386 per share.
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As a result of the above conversions, all $1,000,000 of the convertible debenture has been converted.
In accordance with EITF Issue 98-5 as amended by EITF Issue 00-27, the Company has evaluated that the $1,000,000 convertible debenture discussed above has a beneficial conversion feature as the exercise price for is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by recording a debt discount as a contra account to the convertible debenture for $1,000,000 and $1,000,000 to additional paid-in capital. All of $1,000,000 has been amortized to interest expense.
On February 20, 2003, the Company executed a $2,000,000 convertible note payable accruing interest at 6% with a company controlled by the brother of the Company’s sole officer and director (See Note 8 - Related Party Transactions). The maturity date was July 25, 2007. The note was payable at maturity in preferred stock of the Company at $1.00 per share and. the preferred stock was convertible into common stock at $1.00 per share. Additionally, at the option of the holder, the debt may be settled for cash. The note is secured by a deed of trust and a lien against the leases and the wells and other liens against the same leases and wells of $25,000.
On January 5, 2004, the $2,000,000 convertible note payable was exchanged for a convertible debenture for the same amount and due January 1, 2007. The terms of the convertible debenture include an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert. In accordance with EITF Issue 98-5 and 00-27, the Company has evaluated that the convertible debenture has a beneficial conversion feature as the exercise price is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by charging the statement of operations $2,000,000 for interest expense and $2,000,000 for additional paid-in capital. The conversion feature inherent in the convertible debenture was fully recognized as of June 30, 2004 since it was disposed of through assignment to Bend Arch, the Company’s investee (see below)
On June 15, 2004, the Company assigned the oil and gas properties secured by the $2,000,000 convertible debenture to its majority-owned affiliate Bend Arch. Accordingly, the $2,000,000 convertible debenture along with $77,589 of accrued interest was transferred to Bend Arch on June 15, 2004.
In January 2004, the Company received $600,000 in gross proceeds from the issuance of two convertible debentures, one for $100,000 and the other for $500,000. The terms of the convertible debentures include an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert. $100,000 of the convertible debentures was due and payable on March 14, 2004 and $500,000 was due and payable on December 31, 2005.
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On February 5, 2004, the $100,000 convertible debenture holder elected to convert the entire balance into common shares of the Company and as a result of the conversion, 3,333,333 shares of common stock were issued at $0.03 per share (50% of the closing share price on February 5, 2004). In March, 2004, $200,000 of the $500,000 convertible debenture was converted into 20,000,000 shares of common stock at $0.01 (50% of the closing price). In May 2004, the remaining $300,000 of convertible debenture was converted into 30,000,000 shares of common stock at $0.01 per share (50% of the closing price).
In accordance with EITF Issue 98-5 and 00-27, the Company has evaluated that the convertible debentures discussed above have a beneficial conversion feature as the exercise price is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by charging the statement of operations $600,000 for interest expense and the balance sheet $600,000 for additional paid-in capital. The conversion feature inherent in the convertible debentures was fully recognized as of June 30, 2004 since they were fully converted as of June 30, 2004.
In January 2004, the Company issued a $30,000 convertible debenture to a consultant for services related to the filing by the Company to become a BDC as mentioned previously. The terms of the convertible debenture include an interest rate of 8% per annum and convertible at any time at the option of the holder or the Company into common shares of the Company at a price equal to fifty percent (50%) of the closing bid price of the common stock on the date written notice is received by the Company of the election to convert. On February 5, 2004, the convertible holder elected to convert the entire balance into common shares of the Company and 1,000,000 shares of common stock were issued at $0.03 per share (50% of the closing share price on February 5, 2004).
In accordance with EITF Issue 98-5, the Company has evaluated that the $30,000 convertible debenture discussed above has a beneficial conversion feature as the exercise price for is less than the fair value of the Company’s common stock on the measurement date. Accordingly, the Company has recognized this beneficial conversion feature by charging the statement of operations $30,000 for interest expense and $30,000 for additional paid-in capital. The conversion feature inherent in the convertible debentures was fully recognized as of June 30, 2004 since they were fully converted as of June 30, 2004.
As of June 30, 2005, the Company has recorded $141,699 of accrued interest for the convertible debentures outstanding. As discussed previously, several convertible debenture holders have elected to convert all or a portion of the convertible debentures into common stock. However, the conversion has not included accrued interest and although the Company believes that no further common stock will be issued for these conversions, the accrued balance for these converted debentures is included in the accrued interest balance as of June 30, 2005.
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cashwealth, why are you here?? You don't discuss the stock, so your posts are more worthless than mine! LOL!!
greeneyedhawk, I'm not here to save anyone! I'm here to discuss this stock....that's how people learn about investing or playing hype. Did you take your huge profit when AMEP went over 10 cents?? From what I've learned on these boards, that's how the pump and dumps are played. This one fooled me, I didn't think there would be enough willing bagholders to buy at the higher prices, but the sector helped....let's see if anymore show up on the next hype PR! And let's see how many shares were dumped to buy the rig when the next filing comes out.
greeneyedhawk. no checks and balances with a BDC...it's like funding a treasure hunter and hoping he reports all the treasure he finds to you. Could be all the treasure is going to pay his family members as "employees", LOL!!!! But keep up the great DD, it looks great!!!
lovethatgreen0, I agree, it's a "play".....
lovethatgreen0, read the filings, a BDC (AMEP) only reports the figures given by the investees...the investees are not required to file as they are private companies, worse case, any profits could go to the investee employees as salaries and AMEP reports zero. Pretty much what they have been reporting....do some reading.
Sam, watchdog???? A seeingeye-dog is needed here!! LOL!
It's probably insiders selling or "shares for services", so you could be right, or maybe they are the smart ones!!!!
lovethatgreen0, AMEP is also a BDC which probably means all that great DD will never show up for shareholders in the long run.
So FASC only has $1.25 million CAD sales from the Zeolite deal, still pretty good, IMO! How much do you think the Japanese licensing deal will add to revenues, more than Zeolite???
This is almost as exciting as the Haliburton Zeolite deal. I would expect to see some nice FASC Zeolite sales with all the drilling going on worldwide. At least the HAL Zeolite contract spelled out some firm figures of $5 million Canadian. Is that due to be extended or renegotiated??? I hope this Japanese deal is as good as that one!!!
SpaceDev and Starsys Sign Merger Agreement
(Maybe a move off the OTC down the road????)
Wednesday October 26, 8:50 am ET
Merger Will Bring Mechanical Systems Capabilities to SpaceDev's Industry-Leading Experience in Micro-Satellites and Affordable Access to Space
POWAY, Calif.--(BUSINESS WIRE)--Oct. 26, 2005--SpaceDev, Inc. (OTCBB: SPDV - News) and Starsys Research Corporation have entered into an Agreement and Plan of Merger and Reorganization.
Starsys has approximately 130 employees. Starsys designs, engineers and manufactures mechanical systems, structures, and mechanisms that open, close, release, and move components on spacecraft, including motion-control actuators, cover systems, deployment systems, and separation systems. Starsys components have flown on over 200 missions including the Mars Rover missions, Cassini, and Deep Impact with 100% operational success. Starsys quality is exemplified by the Mars Rover missions; Starsys provided 25 mechanisms for each rover controlling movement including cameras and science experiments to the drive mechanisms that allow the rovers to roam the Martian surface. All of these mechanisms have functioned beyond their design life; enabling earthbound scientists to explore the red planet.
SpaceDev, with approximately 50 employees, designs, manufactures, markets, and operates sophisticated micro- and nano-satellites, along with hybrid rocket propulsion systems for potential sub-orbital and orbital launch and transport systems, including prospective missions for cargo and safe human space flight. SpaceDev is a leader in developing satellite and hybrid propulsion technology that is safe, low-cost and can be developed and deployed rapidly. As part of the SpaceShipOne team, SpaceDev provided critical hybrid rocket technology and key components to Scaled Composites for the rocket engines that propelled SpaceShipOne to capture the Ansari X-Prize. SpaceDev's first satellite, CHIPSat; was an experimental NASA satellite developed under contract with UC Berkeley. CHIPSat was successfully launched in January of 2003 and continues to function today, beyond its designed mission life of 12 months.
"This acquisition is a major milestone for SpaceDev because it combines the highly respected broad range of high tech space products of Starsys, with the high performance, low cost satellite, spacecraft and propulsion systems designed and produced by SpaceDev," said SpaceDev Founding Chairman and Chief Executive Officer Jim Benson. "The engineering capabilities and products of the two companies solidly compliment each other. SpaceDev is committed to implementing our private sector space program through rapid and profitable growth via both new business development and the acquisition of innovative and efficient space technology companies like Starsys."
Under the terms of the merger agreement, Starsys, a private Colorado corporation with headquarters in Boulder, will merge with and into a newly-created, wholly-owned subsidiary of SpaceDev. SpaceDev will pay approximately $9 million, which is broken down into $1.5 million in cash and $7.5 million SpaceDev common stock at the effective time of the merger, subject to adjustment as provided in the merger agreement. SpaceDev will also pay off at closing approximately $4.6 million of Starsys debt and forgive a $1.2 million loan from SpaceDev to Starsys. Following the merger, Starsys shareholders may also be entitled to receive, based on the achievement of certain performance criteria for each of the fiscal years ending December 31, 2005, 2006 and 2007, additional earnout consideration valued at up to approximately $19 million, with approximately $1 million in cash and $18 million in SpaceDev common stock. The number of shares issued will depend on both the achievement of the performance criteria and the prevailing stock price at the time of measurement. Current holders of Starsys common stock will become holders of SpaceDev common stock following the merger. The merger agreement is subject to a number of conditions including but not limited to the effectiveness of a registration statement for the stock to be issued and approval of the shareholders of SpaceDev and Starsys.
To facilitate growth following the closing, SpaceDev will contribute at least $2.5 million to Starsys' working capital through the end of 2006. Following the merger, Scott Tibbitts is expected to become a director and executive officer of SpaceDev. Robert Vacek is expected to remain the President of Starsys.
"All of us here at Starsys are excited about the statement this merger makes for our companies and our industry" said Starsys Founder and Chief Executive Officer Scott Tibbitts. "We believe that Starsys' mechanical systems capabilities, coupled with SpaceDev's experience in micro-satellites and affordable access to space, will provide unique, cost-effective solutions to our industry. SpaceDev is a company with vision, and we look forward to bringing our capabilities together to help make that vision a reality."
In 2004, SpaceDev recorded almost $5 million in revenues and Starsys recorded approximately $15 million in revenues. As of June 30, 2005, SpaceDev recorded its tenth consecutive quarter of revenue growth with approximately $3.7 million in revenue for the six-month period, and Starsys recorded approximately $11 million for the same six-months of 2005.
"This merger is an important and exciting opportunity for SpaceDev and Starsys," said SpaceDev President and Chief Financial Officer Richard Slansky. "We have analyzed this transaction carefully and believe that it will be accretive to the SpaceDev stockholders. Furthermore, if the Starsys stockholders achieve their earnout, we believe that the resulting dilution will be more than offset by the increase in shareholder value for all stockholders created by revenue and EBITDA growth."
Additional Information and Where to Find It
SpaceDev will file a Form 8-K related to this transaction before date of this release and intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus in connection with the merger transaction involving SpaceDev and Starsys in the near future. Investors and security holders are urged to read these filings when they become available because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they become available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SpaceDev by contacting SpaceDev Investor Relations at (858) 375-2026.
About SpaceDev
SpaceDev (OTCBB: SPDV - News) creates and sells affordable and innovative high tech space products and solutions to government and commercial enterprises. SpaceDev's innovations include the design, manufacture, marketing and operation of sophisticated micro- and nano-satellites. SpaceDev designs and builds safe hybrid rocket motor propulsion systems for potential sub-orbital and orbital transportation systems including prospective missions for cargo and human space flight. Upon founding SpaceDev in 1997, Jim Benson started the trend of successful computer entrepreneurs moving into the space development arena. For more information, visit www.spacedev.com.
About Starsys Research Corporation
Starsys Research Corporation is a design, engineering, and manufacturing company, headquartered in Boulder, Colorado, that provides mechanical systems to the aerospace industry. For more information about Starsys Research Corporation, visit www.starsys.com.
Except for the factual statements made herein, the information contained in this news release consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism and satisfaction with current prospects, as well as words such as "believe," "intends," "expects," "plans," "anticipates" and variations thereof, identify forward-looking statements, but their absence does not mean that a statement is not forward looking. Such forward-looking statements are not guarantees of performance and the company's actual results could differ materially from those contained in such statements. Factors that could cause or contribute to such differences include risks and uncertainties associated with the company's acquisition of Starsys, including possible integration problems and difficulties regarding the execution of the business plan for the combined companies; the ability of the company to raise additional capital on acceptable terms; market acceptance of the company's products; worldwide spending levels in the space industry; rescheduling or cancellation of customer orders or government contracts; general competition and price pressures in the marketplace; the company's ability to control costs and expenses; and general economic conditions. Reference is also made to other factors set forth in the company's filings with the Securities and Exchange Commission, including "Management's Discussion and Analysis" and other sections of the company's Form 10-KSB currently on file with the SEC. These forward-looking statements speak only as of the date of this release and the company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release.
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Mike Graff
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