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TRNP: 10-KSB out
Should be interesting.
http://www.sec.gov/Archives/edgar/data/1009802/000114420408028439/v113772_10ksb.htm
re: Microsoft/ScreenTonic SA
A little further Googling yields:
"Financial details of the acquisition were not disclosed."
Would be nice to know the $$ for IF we could get their attention.
"will not be able to hide the revenue from all this activity"
Keerect , some preliminary additional revenue surfaced in the 1Q08 10-Q.
Do you have any guesstimate as to what recovery costs might be (per barrel) for the kind of steaming/diluent operation TIV has going on in the PV Vaca Tar Sands program?
TIV said last year their average recovery cost (for S. Belridge and Edison wells) was $16.28/bbl.
I'm assuming recovery costs at PV would be higher than that , I just don't know how much higher.
Thanks in advance.
jonesie
So, I guess that isn't 'us'?
LOL, porkville
I hadn't heard that before, hilarious.
I just looked at the CAAS trading, wow, that WAS a good quarter :)
jonesie
p.s. Wow again, I hadn't noticed that. Dunno what happened, knew I hadn't seen him around in a while. Last I recall he had given a pumper what-for on an ex-Yorkville client's IHUB board. That could have led to the boot too I suppose.
"No amount of hyping, speculation or even decent interim results will convince enough buyers to move the stock."
Agreed and today's share price pretty much confirms that. PRs + speculation + promising 1Q08 results haven't budged it. Supported it , but not pushed it upwards.
They will need increasing and sustainable results before there is a sustained increase in the PPS IMO.
You're better at reading these filings than I am. What would you say is TIV's break-even point , or what would be the tipping point beyond which they would be in a positive EPS situation? I'm guessing that would be the point at which all fixed costs , SG&A , ????? , etc , are covered.
I think if you point me towards the 'shortcut' pertinent/relevant sections once , I can apply it to other filings as well so , it would be appreciated.
I was thinking about adding a 'what-if' section to the oil and gas spreadsheets that might help illustrate what sort of additional oil/gas combination production would be required to get to such a point.
That section would of course incorporate known recovery costs , NRI% numbers etc , even though I'd like to have a better guess at recovery costs on these new PV steam-assisted wells.
jonesie
You're right, it still is ....
.... a "low level of revenues particularly given the stock's market cap".
But as I said yesterday:
"At $382,000 oil/gas revenues for the quarter (and there's no speculation in that number) they were hitting average monthly oil/gas revenues not seen from TIV in recent years.
At the risk of being redundant I think it's worth speculating that they perhaps did that with a 'so-so' quarter at S. Belridge and Edison + an above-average quarter at Dutch Slough and Rio Vista + a maximum of two weeks of 48X-7 production + only partial-quarter production from 1 PV well .... and some nice prices for oil and gas."
I've been fairly skeptical regarding TIV's ultimate ability to put together enough sustainably producing oil and gas wells to dramatically increase revenues , and increase them enough to achieve profitability and a positive EPS.
However if Moffat is 'real' and they drill more wells there with similar production rates to the 48X-7 ... and if the current group of 7 PV wells can all do 200 bbls/day for some portion of each month and they actually drill more wells there doing the same ... it will be interesting to see how that could shake out over time. It doesn't appear that the Temblor waterflood is doing much and it may never do much , same for steaming those 4 or 5 new wells they drilled there , but I suppose time will ultimately tell.
I know , still plenty of 'ifs'.
But based on the 1Q08 revenues increase with only initial/short-term production from Moffat/PV being recorded ... one might speculate that this is perhaps one of the more interesting times in TIV's recent history to at least be paying closer attention.
Sustainability and repeatability at Moffat and efficiency in the more recovery-cost-intensive PV environment are probably the keys for now.
jonesie
p.s. And with TC 'in the mix' potentially dropping another ~350,000 shares at market prices , there could be a couple more good opportunities to pick up some shares between now and the time TIV puts up some numbers showing sustained growth that might get the attention of some more buyers.
p.p.s. There sure does seem to be steady support in this $6.00/sh area. Only TC's dumping was able to break through that even temporarily to the downside , and it's entirely possible that his timing was known to , if not dictated by , a few who bought knowing the duration of that drop was finite.
"A R/S doesn't affect the available shares, only the outstanding"
Unless the step clawmann outlined was taken and the A/S was modified commensurate with the R/S ratio , or at least close.
Otherwise it is as you and I stated. Handing 'serial diluters' a lowered outstanding and an unchanged A/S would be ridiculous.
But it happens.
To see some seriously serial diluters (lol) look here:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=28138611
And to see the cumulative effects of multiple reverse splits where the AS was never modified downwards look here:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=26491707
jonesie
In light of TIV's record-setting 1Q08 ....
.... oil/gas sales revenues , it's amazing there is so little buying pressure on the stock.
It seems that some of the numbers I pulled out of the 1Q08 10-Q confirm what TIV has PRd about Moffat/PV production.
Perhaps folks are going to wait to see further confirmation including multi-well production sustainability at PV and Moffat? I wonder if that means waiting another 3 months for the 2Q08 10-Q since TIV isn't putting PV production on DOGGR?
In any event , the very-weak-volume buy signal is still there after a few days.
There seems to be a concerted effort to support the stock around $6 for whatever reasons. I've always found that interesting in and of itself.
With TC having dumped 1/3 of his options in mid-Jan and having until 8/22 to finish them off , I wonder if there might be one or two more 'good buying opps' coming up during the next 3 months? ;)
JMO -jonesie
LOL, classic.
In early April I said "RMG could be a SuperWire guy with some website skills trying to make it look like there's more to SuperWire than there really is LOL
"Hey, look over here!""
But that was only after Dr_detroit said he thought RMG could be part of SuperWire so he had the thought first ;)
jonesie
TVDirector , looking forward to it?
clawmann: "If .... material events occur that
have a substantial positive effect on the current PPS"
Me: "Revenues are the key IMO , in both how a PPS fares post-R/S and even relative to getting on a larger exchange such as the NASDAQ."
If we had such (hypothetical) material events and/or such (hypothetical) revenues, then clawmann's rationale makes sense as a way to undo at least one of the effects of massive dilution ... us sitting here having no chance of getting onto an exchange where a broader spectrum of 'investors' could look at NEOM.
And of course his comment about reducing the authorized share count would simply HAVE to be done. Can you imagine giving a Yorkville client a scenario with only 50,000,000 shares outstanding and an Authorized Shares number still at 5 billions? LOL
Anyway , I don't think anyone is looking forward to a R/S but if NEOM did exhibit more than just a pulse and actually nailed down signficant revenues , it's something they will certainly look at. You're absolutely right - get business FIRST.
JMO
jonesie
NOTICES TO DRILL, RE-WORK, ABANDON
0 notices for Tri-Valley for week ending 5/10/08
ftp://ftp.consrv.ca.gov/pub/oil/weekly_summary/2008/05-10-2008.pdf
"How the RS is perceived by the market depends heavily on the circumstances in which it occurs."
Excellent post clawmann , probably the best one discussing various ramifications of a R/S.
Revenues are the key IMO , in both how a PPS fares post-R/S and even relative to getting on a larger exchange such as the NASDAQ.
I believe the Naz has requirements in that regard , perhaps with regards to Market Cap. , if not an absolute revenue-amount cut-off?
Reverse Splits must be viewed as tolerable by Yorkville as many of their clients have engaged in them. Or perhaps it's the other way around , and it's companies who find themselves needing/wanting to do R/S to undo massive dilution who also need the services of a 'Yorkville'.
At any rate it's probably easier for Yorkville to dump more dollars-worth-of shares when tanking a stock from $2.00 to $1.00 , than to dump those same dollars-worth-of shares starting at .01. From .01 it's probably a quicker ride to .001.
In my personal experience the only R/S done by a tech. company which held up for a while is INAP. (Atlanta-based, NEOM could possibly use their services at some point.) They successfully got themselves back onto the Naz from the AMEX and the stock price rose around 100% over the next 5 or 6 months. I haven't kept up with them since they peaked around $20 but I see now they are at approx. 1/2 of their pre-R/S price. And they're a very real company with very real products and revenues.
JMO
jonesie
I've never been good at gambling either personalizit
I'm not sure this is 'gambling' per se.
In Vegas the odds are slightly stacked in the house's favor.
Blackjack is about 50-50
Craps has a house edge of about 1.41%
Roulette has a house edge of about 5.26%
Based on my analysis of the fortunes of Yorkville clients our odds are more like 117 to 8 or about 15 to 1.
I guess that's slightly better than lottery tickets after all , but worse than Vegas?
jonesie
CAAS China Automotive reports a good 1Q08
They're the company that got financing from Yorkville AND Lehman.
http://www.sec.gov/Archives/edgar/data/1157762/000114420408028350/v114135_ex99-1.htm
2008 First Quarter Highlights:
·
Net sales increased to US$41.5 million, reflecting 46.1% year-over-year growth;
·
Net sales from steering components for passenger and light-duty vehicles increased to US$30.2 million, reflecting a 44% year-over-year growth;
·
Net sales from steering components for commercial vehicles increased to US$11.3million, reflecting a 51.9% increase year-over-year;
·
Operating income rose to US$6.8 million, reflecting 30.8% year-over-year growth;
·
Net income was US$4.4 million, reflecting 169.6% year-over-year growth; and
·
Diluted earnings per share were US$0.18, reflecting 157.1% year-over-year growth.
IVOI.OB: Redeems $4.8mil in Convertible Debentures
Aside from the interest outstanding , does this get IVOI clear of Yorkville?
(IVOI was also in part of the 'Tobin Smith connections' in the post replied to)
"iVoice Redeems $4.8 Million in Secured Debenture Notes, Improves Balance
Wednesday May 14, 7:06 am ET
MATAWAN, N.J.--(BUSINESS WIRE)--iVoice, Inc. (OTC Bulletin Board: IVOI - News) announced today that it has redeemed $4,796,510.00 million in Secured Convertible Debenture Notes that were previously issued to Cornell Capital Partners, LP. After repayment, there is currently $1,250,000.00 million plus accrued interest outstanding.
“We believe the redemption eliminates expensive debt that had the potential to be dilutive to shareholders,” said Jerry Mahoney, CEO of iVoice. “The repayment of this debt improves our balance sheet and reduces an overhang in our stock.”"
http://biz.yahoo.com/bw/080514/20080514005171.html?.v=1
IVOI.OB: Redeems $4.8mil in Convertible Debentures
Aside from the interest outstanding , does this get IVOI clear of Yorkville?
"iVoice Redeems $4.8 Million in Secured Debenture Notes, Improves Balance
Wednesday May 14, 7:06 am ET
MATAWAN, N.J.--(BUSINESS WIRE)--iVoice, Inc. (OTC Bulletin Board: IVOI - News) announced today that it has redeemed $4,796,510.00 million in Secured Convertible Debenture Notes that were previously issued to Cornell Capital Partners, LP. After repayment, there is currently $1,250,000.00 million plus accrued interest outstanding.
“We believe the redemption eliminates expensive debt that had the potential to be dilutive to shareholders,” said Jerry Mahoney, CEO of iVoice. “The repayment of this debt improves our balance sheet and reduces an overhang in our stock.”"
http://biz.yahoo.com/bw/080514/20080514005171.html?.v=1
Operating Results cont'd
Specifically , TIV's Oil and Gas Sales Prices
From the 2007 10-K:
Average Sales Price
2007 2006
Gas(MCF) Oil(BBL) Gas(MCF) Oil(BBL)
$7.15 $58.23 $6.45 $57.10
Operating Results cont'd
Specifically, 'lifting costs'.
I found the note in the 2007 10-K regarding what TIV terms "average production (lifting) cost per unit of oil and gas produced"
Production (lifting) Costs
2007 2006
Gas(MCF) Oil(BBL) Gas(MCF) Oil(BBL)
$1.55 $16.28 $1.41 $15.23
re: ex-CFO Thomas Cunningham, cont'd
As mentioned earlier , TC took on the Pres. job at SPXP.PK in Bakersfield, CA effective 1/15/08 , the same day his retirement from TIV was effective.
The new hire was PR'd by SPXP.PK on 1/17/08.
TC's cashless exercise of roughly 1/3 of his 1/2 million+ TIV options tanked TIV's share price on huge volume on 1/18/08 , hitting a multi-year low.
Harder times for the SPXP.PK share price since TC took over as Pres. at SPXP.pk , see chart below. $1.90 to $0.26 in 4 months. Might be worth keeping on watch?
The news sounds like hard times as well:
http://ih.advfn.com/p.php?pid=news&cb=1210729148&symbol=PINK%5ESPXP
PLEASE don't say that lol
First "NEOM IS Gavitec" and now "barcode reading is dead"?
I don't have much hope left for my lottery tickets amidst the deafening silence from HQ , but .....
Operating Results cont'd
Using this statement from the 10Q as a starting point ....
"Oil and gas revenues in the first quarter of 2008 included
approximately $382,000 from the sale of oil and gas, compared
to $164,000 in the first quarter of 2007"
.... I want to see if we can come up with a production estimate for bbls of oil and mcf of gas for the 1st quarter , or at least take a stab at interpolating what production from PV might have been included in TIV's 1Q08 SEC filing.
The production tables in the iBox with their rough estimates of net revenues to TIV based on several assumptions gives a total for Oil in 1Q07 of $75,244 and a total for Gas in 1Q07 of $72,250 for total 1Q07 (not 08) Oil/Gas revenues of $147,494.
Comparing that to TIV's "$164,000 in the first quarter of 2007" shows about a 10% difference , meaning that some of the variables such as recovery cost per bbl and/or recovery cost per mcf and/or NRI% for oil and gas wells may have changed since they were last pulled out of various TIV filings.
Could be an oil calc problem , could be gas , could be both.
Also , while we are relegated to using an arbitrary crude oil or natural gas price each month based on specific monthly closing prices of those commodities , we have no real way of knowing exactly what gross price TIV gets for their oil and NG , so there's some more room for differences.
Anyway , my spreadsheet came up about 10% light when calculating net revenues so we'll have to keep that in mind (along with digging TIV's newer statements about those factors out of some filings at some point) in this exercise.
Based on the existing assumptions about variables the spreadsheet calcs January 2008 net revenues totaling $76,409.
(By the way, that's a record month when compared to every month in 2007 , you have to go back to June 2006 to beat that.)
Making the aforementioned 10% 'correction' yields $84,899 for January.
Closing Prices
Oil(bbl) Gas(mcf)
January 91.75 8.07
February 101.84 9.37
March 101.58 10.10
.<font color=#006400>MONTHLY GAS PROD. TABLE UPDATE
Gas Production table updated adding Per-Well production data and estimated net revenue from Gas Production for December 2007 & January 2008.
Similarly to the Oil Production table , I added a section next to Avg Mnthly MCF illustrating Avg Mnthly $$.
For Gas , this section shows that while Jan 2008 Monthly Gas Production was up 37.8% vs the 2007 monthly average , estimated net dollars generated by this production was up 90.4%.
Estimated Gas net revenues based in part on each month's Natural Gas close price per http://www.tfc-charts.w2d.com/chart/NG/M.
Also available in iBox above.
jonesie
.<font color=#006400>MONTHLY OIL PROD. TABLE UPDATE
Oil Production spreadsheet updated showing Per-Well production data and estimated net revenue from Oil Production in December 2007 & January 2008 , plus Totals for 2007.
Added a section next to Avg Mnthly BBLS illustrating Avg Mnthly $$. I think in this time of rising oil and ng prices it is worth noting.
For instance , this section shows that while 2007 Avg Monthly Oil Production was only up 4.6% vs 2006 , estimated net dollars generated by this production was up 20.8%.
Likewise , in the first month of 2008 we see that TIV's actual oil production was down 16.9% vs the 2007 monthly average ; however , based on each month's Light Crude close price ( per http://www.tfc-charts.w2d.com/chart/CO/M ) , estimated net dollars to TIV could be up 6.2%.
Also available in the iBox above.
jonesie
Well, I'll take anything that gets the PPS up lol
So if you turn out to be right that will be fine with me.
But based on what I've seen of Gavitec's business model (hardware sales) if I thought "NEOM IS Gavitec" I'd go ahead and cash in my 100's of thousands of NEOM lottery tickets LOL , because to me NEOM is , or was , or maybe still is (who knows) , a play on barcode reading as it applies to mobile marketing/advertising and a possible per-click revenue model.
Just my opinion.
jonesie
Hi rocco, long time indeed
Since I invest in and trade some oil and gas companies the first questions that come to my mind are:
- Are those 10 wells currently producing or not
- Does LTWVE have a good track record of bringing in new producing wells
Have you found New York's equivalent to California's DOGGR website where you can see the monthly production activity of wells and fields?
For example, here is DOGGR's info on Tri-Valley Corp:
Production Summation:
http://opi.consrv.ca.gov/opi/opi.dll/Search?UsrP_ID=100090301&FormStack=Main%2COperator&Opr__ID=100000315&Action=Get+Sums+&PriorState=Encoded%3DTrue
Individual Well Production:
http://opi.consrv.ca.gov/opi/opi.dll/WellList?UsrP_ID=100090301&StartRow=1&SortFields=Fld__Name&NewSortFields=Fld__Name&FormStack=Main%2COperator%2CWellList&PriorState=Opr__Id%3D100000315
When you find NY's version of that you can check out the history of that Roark Prospect (if you know the company who previously owned it) as well as production history for LiteWave Corp, oh wait I just noted that LiteWave is in Canada so you'd have to find Canada's version of the Calif. DOGGR site to see what history LiteWave has, if any.
Just a start.
jonesie
You're welcome elliot1234
To me it looks like Gavitec is and will remain a long ways from being able to bail out NeoMedia. To date they have been a small-time player and a net loser if I'm reading the 10-K correctly and I haven't seen enough new business coming in to change that.
If Gavitec could be sold without us taking another hit and realize some actual net cash to sustain NeoMedia a little longer, buying that time might be a worthwhile thing to do.
JMHO
jonesie
Operating Results cont'd
You're right, in one place in the 10-Q they show the Sale of Oil and Gas by itself , and in another place they include those other 'non-revenue' items into 'Oil and Gas Sales and Other Revenues' along with a note explaining what they lumped in with the actual Sales of Oil and Gas.
I'll update the Oil and Gas Production Tables through January so we can perhaps see how actual 1st Quarter dollar sales of oil and gas production compared with 4Q07 , etc.
I may have missed it , but I couldn't find in the 10-Q any breakdown of oil vs gas sales/revenues , nor any itemization of the bbls of oil and mcf of gas represented by those sales dollars.
However it is clear that 1Q08 revenues from sale of oil and gas were over double the numbers from 1Q07. Perhaps noting the changes over that time period in the price per bbl of oil and per mcf of gas can shed some light on what actual 1Q08 production was.
In "PART I FINANCIAL INFORMATION CONSOLIDATED STATEMENTS OF OPERATIONS" is found:
For the Three Months Ended March 31, 2008
Revenues
Sale of oil and gas $ 382,424
In "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations" is found:
"Oil and gas revenues in the first quarter of 2008 included
approximately $382,000 from the sale of oil and gas, compared
to $164,000 in the first quarter of 2007. The increase resulted
from increased production and an increase in the price of oil.
Other oil and gas revenues in 2008 consisted of $581,000 from
the gain on sale of two steam generators compared to nothing in
2007 and other income of $152,000 and interest income of
$7,000."
================================
In "NOTE 7 - FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS" is found:
The following table sets forth our revenues by segment for the first quarter 2008:
Three Months Ended March 31, 2008
Sales and Other Revenues
Oil & Gas $ 1,022,587
Rigs 655,919
Minerals 341
Consolidated Sales and Other Revenues $ 1,678,847
The following table sets forth our costs and expenses by segment:
Three Months Ended March 31, 2008
Total costs and expenses
Oil & Gas $ 2,845,162
Drilling & Development 0
Rigs 807,981
Minerals 137,357
Consolidated costs and expenses $ 3,790,500
The following table summarizes our total income (loss) by segment:
Three Months Ended March 31, 2008
Net Income (Loss)
Oil & Gas $ (1,822,575)
Drilling & Development 0
Rigs (152,062)
Minerals (137,016)
Consolidated Net Income (Loss) $(2,111,653)
What has Gavitec put on the bottom line
From the 10-K:
"For the year ended December 31, 2007, Gavitec accounted for approximately seventy-one percent (71%) of our consolidated revenues"
"Our international revenues totaled $1.3 million and $0.9 million for the years ended December 31, 2007 and 2006, respectively. International revenues are denominated and paid primarily in Euros and represent revenues from international customers generated and supported in Germany, where our Gavitec business unit is located."
"Net sales from our Gavitec subsidiary were $1.3 million and $0.9 million for the years ended December 31, 2007 and 2006, respectively."
Looks like we paid a bit too much to start with, and of course we had to pay more later:
"As of December 31, 2007, and 2006, we had goodwill of $3.4 million related to our purchase of Gavitec. Goodwill consists of the excess of the purchase price paid over the identifiable net assets and liabilities acquired at fair value."
"Cost of sales for Gavitec were $0.4 million in both years ended December 31, 2007 and 2006, and amortization related to the proprietary software of Gavitec was $0.7 million and $0.5 million for the years ended December 31, 2007 and 2006, respectively. Additional costs from our NeoReaderTM and legacy software products were $0.3 million and $0.4 million for the years ended December 31, 2007 and 2006, respectively."
"Gavitec sales and marketing expenses were $0.5 million and $0.6 million for the years ended December 31, 2007 and 2006, respectively."
"general and administrative expenses at Gavitec were $0.2 million"
"For the years ended December 31, 2007 and 2006, Gavitec R&D costs were $0.9 million and $0.5 million, stock based compensation allocated to R&D was $0.4 million for both years, and R&D costs related to NeoReaderTM products was $0.6 million and $1.4 million. Gavitec’s R&D spend was increased by $0.3 million due to further development of the hardware platform and increased support of handset porting for the NeoReaderTM product."
"Gavitec has net operating loss carry forwards that are estimated to be as follows: As of December 31, 2007: $2,697,000"
"To date, we have conducted limited marketing efforts directly relating to our emerging technology products, consisting primarily of the NeoReaderTM suite of products, and certain products of Gavitec."
re: cost/size of Atlanta HQ
Just ran across this in the 10-K:
"Our principal executive, development and administrative office is located in Atlanta, Georgia. We occupy approximately 10,025 square feet under the terms of a written lease from an unaffiliated party which expires on September 29, 2011, with monthly rent totaling approximately $11,250."
As I had commented on previously ... big space.
And for the company who accounted for 71% of our 2007 consolidated revenues:
"Our Gavitec subsidiary is operated from a facility in Aachen, Germany, where approximately 4,400 square feet are leased under the terms of a written lease which expires on September 30, 2008, with monthly rent totaling approximately $6,000."
jonesie
Featured Stocks on Today's Edition of WallSt.net's 3-Minute Press Show: FIMA, EKCS, NHLD, CROE, TNSP, CYPW, ARVY
Tuesday May 13, 7:00 am ET
NEW YORK, May 13 /PRNewswire/ -- WallSt.net's 3-Minute Press Show is a daily video program hosted by WallSt.net reporter, Tracee Tolentino.
Shows air Monday through Friday on:
http://tv.wallst.net/3-min-press/3-min-press.php.
WallSt.net's 3-Minute Press Show features in-depth interviews with public company executives on their company and most recent press releases. The show is designed to provide viewers with insight into a company's most recent press release, and its impact on the company's growth.
The following executives were interviewed on today's show:
-- Roy Sahachaisere, Chairman of FIMA, Inc.
(Pink Sheets: FIMA - News; www.fimadevelopmentinc.com)
-- Arthur Barchenko, President and CEO of Electronic Control
Security, Inc.
(OTC Bulletin Board: EKCS - News; www.anti-terrorism.com)
-- Mark Goldwasser, Chief Executive Officer of National Holdings Corp.
(OTC Bulletin Board: NHLD - News; www.nationalsecurities.com)
-- Lloyd Spencer, Chief Executive Officer of CoroWare, Inc.
(OTC Bulletin Board: CROE - News; www.coroware.com)
-- Jim Ji, Chief Operating Officer of Tank Sports, Inc.
(OTC Bulletin Board: TNSP - News; www.tank-sports.com)
-- Chris Nelson, Corporate Attorney for Cyclone Power Technologies, Inc.
(Pink Sheets: CYPW - News; www.cyclonepower.com)
-- Peter Vaisler, President of Alliance Recovery Corp.
(OTC Bulletin Board: ARVY - News)
(www.AllianceRecoveryCorporation.com)
STHK.OB STARTECH ENVIRONMENTAL CORP
Yorkville / Cornell does not miss any bets when it comes to protecting themselves and getting their warrant prices reduced.
From today's S-1/A:
http://www.sec.gov/Archives/edgar/data/875762/000105050208000131/startechamend3145903.txt
"In connection with previous private placements, Cornell holds (1)
warrants to purchase 650,000 shares of our common stock issued on September 15,
2005 with an exercise price of $2.53 and an expiration date of September 15,
2008; and (2) warrants to purchase 1,666,666 shares of our common stock issued
on April 11, 2007, of which 833,333 had an exercise price of $3.40 and the other
833,333 had an exercise price of $4.40, all of which had an expiration date of
April 11, 2011 (collectively the "Cornell Warrants"). The exercise price of the
Cornell Warrants are subject to downwards adjustment upon the occurrence of
certain events, including if we subsequently sell shares of our common stock for
less than a designated consideration per share, in which case the exercise price
is adjusted to such consideration per share. In addition, only for the Cornell
Warrants issued on September 15, 2005, if the exercise price is adjusted
downwards, then the number of shares of our common stock is adjusted upwards,
such that the total proceeds that would be paid to us at exercise would remain
constant. Due to a subsequent private placement of our common stock, for
consideration per share which triggered the adjustment provisions, (1) the
Cornell Warrants issued on September 15, 2005 now permit Cornell to purchase
822,250 shares of our common stock at an exercise price of $2.00 per share; and
(2) the Cornell Warrants issued on April 11, 2007 now permit Cornell to purchase
25
<PAGE>
1,666,666 shares of our common stock at an exercise price of $2.20 per share.
Further, on May 6, 2008, we reduced to writing our prior oral agreements with
Cornell whereby Cornell agrees to waive the anti-dilution provisions in the
September 15, 2005 warrants s they relate to the private placement of shares of
our common stock that occurred subsequent to September 15, 2005 at a price per
share below $2.53, which issuance would have resulted in downward adjustments to
the exercise price of those warrants to $1.88 per share and an increase in the
number of shares issuable upon exercise of those warrants to 874,734 shares of
our common stock. In consideration of this written agreement, we agreed to issue
to Cornell new warrants to purchase 30,000 shares of our common stock at an
exercise price of $1.50 per share. These warrants will expire three years from
the date issued and will have substantially the same terms as the warrants
issued on September 15, 2005, except that the full-ratchet anti-dilution rights
will expire on Sseptember 15, 2008. The Cornell Warrants remain subject to
adjustment until exercised or until they expire. Future private placements could
trigger the adjustment provisions again and Cornell could be permitted to
exercise the Cornell Warrants at exercise prices lower than those currently in
effect and Cornell could be permitted to purchase more shares of our common
stock pursuant to the Cornell Warrants issued on September 15, 2005 than is
currently in effect, thus exacerbating any potential dilution from future
private placements."
STHK.OB STARTECH ENVIRONMENTAL CORP
Yorkville / Cornell does not miss any bets when it comes to protecting themselves and getting their warrant prices reduced.
From today's S-1/A:
http://www.sec.gov/Archives/edgar/data/875762/000105050208000131/startechamend3145903.txt
"In connection with previous private placements, Cornell holds (1)
warrants to purchase 650,000 shares of our common stock issued on September 15,
2005 with an exercise price of $2.53 and an expiration date of September 15,
2008; and (2) warrants to purchase 1,666,666 shares of our common stock issued
on April 11, 2007, of which 833,333 had an exercise price of $3.40 and the other
833,333 had an exercise price of $4.40, all of which had an expiration date of
April 11, 2011 (collectively the "Cornell Warrants"). The exercise price of the
Cornell Warrants are subject to downwards adjustment upon the occurrence of
certain events, including if we subsequently sell shares of our common stock for
less than a designated consideration per share, in which case the exercise price
is adjusted to such consideration per share. In addition, only for the Cornell
Warrants issued on September 15, 2005, if the exercise price is adjusted
downwards, then the number of shares of our common stock is adjusted upwards,
such that the total proceeds that would be paid to us at exercise would remain
constant. Due to a subsequent private placement of our common stock, for
consideration per share which triggered the adjustment provisions, (1) the
Cornell Warrants issued on September 15, 2005 now permit Cornell to purchase
822,250 shares of our common stock at an exercise price of $2.00 per share; and
(2) the Cornell Warrants issued on April 11, 2007 now permit Cornell to purchase
25
<PAGE>
1,666,666 shares of our common stock at an exercise price of $2.20 per share.
Further, on May 6, 2008, we reduced to writing our prior oral agreements with
Cornell whereby Cornell agrees to waive the anti-dilution provisions in the
September 15, 2005 warrants s they relate to the private placement of shares of
our common stock that occurred subsequent to September 15, 2005 at a price per
share below $2.53, which issuance would have resulted in downward adjustments to
the exercise price of those warrants to $1.88 per share and an increase in the
number of shares issuable upon exercise of those warrants to 874,734 shares of
our common stock. In consideration of this written agreement, we agreed to issue
to Cornell new warrants to purchase 30,000 shares of our common stock at an
exercise price of $1.50 per share. These warrants will expire three years from
the date issued and will have substantially the same terms as the warrants
issued on September 15, 2005, except that the full-ratchet anti-dilution rights
will expire on Sseptember 15, 2008. The Cornell Warrants remain subject to
adjustment until exercised or until they expire. Future private placements could
trigger the adjustment provisions again and Cornell could be permitted to
exercise the Cornell Warrants at exercise prices lower than those currently in
effect and Cornell could be permitted to purchase more shares of our common
stock pursuant to the Cornell Warrants issued on September 15, 2005 than is
currently in effect, thus exacerbating any potential dilution from future
private placements."
CRGO has some issues
Yorkville/Cornell got out from under this one , now Pacer threatens 'foreclosure' on CRGO. From yesterday's 8-K:
http://www.sec.gov/Archives/edgar/data/1093819/000107330708000030/form8k-080505.htm
"Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On May 5, 2008, Cargo Connection Logistics Holding, Inc., a Florida corporation (the “Company”) received a written notice of default from Pacer Logistics LLC (“Pacer”) pursuant to a Security Agreement, dated December 28, 2005. The notice of default, dated April 29, 2008 (the “Notice”), stated that the balance due on three convertible debentures payable to Pacer was in excess of $4,000,000. The Notice provided that Pacer will conduct a “self-help” foreclosure ten days from the date of the Notice.
The Company is in default of certain obligations, in the aggregate amount of $3,670,389 to Pacer as assignee of all right, title and interest of YA Global Investments, LP (“YA Global”), including as assignee of Montgomery Equity Partners Ltd. (“Montgomery”), with respect to the Companies’ obligations (collectively the “Outstanding Obligations”) under the:
Secured Convertible Debenture, dated December 28, 2005, issued to Montgomery in the principal amount of $1,750,000;
Investor Rights Registration Agreement, dated December 28, 2005, by and between the Company and Montgomery.
Secured Convertible Debenture, dated February 13, 2006, issued to Montgomery in the principal amount of $600,000;
Security Agreement, dated December 28, 2005, whereby the Company and certain of its subsidiaries secured obligations to Montgomery in the amount of $2,350,000;
Secured Convertible Debenture, dated November 17, 2007, issued to YA Global, in the principal amount of $46,500;
The Outstanding Obligations are secured by the assets of the Company and its subsidiaries. Accordingly, the Company’s operations may be severely reduced if the foreclosure proceeds.
Pacer has extended the deadline for the foreclosure until May 13, 2008. The Company is attempting to negotiate a resolution of this matter pursuant to which Pacer will foreclose primarily on the Company’s Cargo Connection Logistics Corp. subsidiary and will assume certain liabilities, of which no assurance can be given."
Geo , re: Cunningham "retirement"
"Was that Cunningham who "retired" (LOL) and then dumped all those shares after he bailed?"
It looks like that could have been the case.
From the 2007 10-K recently filed:
"Another former key employee, Thomas J. Cunningham, retired effective January 15, 2008"
From the 1Q08 10-Q:
"A former director exercised his stock options in a cashless exercise and was issued 185,677 shares of common stock."
On January 18 , 3 days after his 'retirement' was effective , TIV traded 243,048 shares , traded as low as $4.85 , and closed at $5.29.
If those were Cunningham's shares being sold he picked up close to a cool million bucks 3 days after 'retiring' and going to work for that other company , and could still rack up another couple million bucks as is shown below. Well , we have to subtract the options strike prices from his gross in that 'cashless exercise' , and those would have cost around $160,000 if he exercised the cheapest options first.
It's lucky for the share price he didn't exercise all of his stock options that day. According to his last Form 4 filed in late 2004 (shown below) Cunningham had 523,000 unexercised options with strike prices ranging from fifty cents up to 2.43 , all of which are to expire on 8/22/08.
Also in the 2005 10-K it shows him having 523,000 options and owning 17,000 shares outright. The 2006 10-K shows the same numbers , as well as the 2007 10-K.
So , if that was in fact Cunningham who exercised and 'dumped' , he took care of about a third of his options.
Let's see , will the other 2/3 of over a half million options expire unexercised?
Or will another ~350,000 shares get dumped on the open market between now and 8/22/08 in another 'sell at market' scenario like the one on 1/18/08 that took the stock to prices we had not seen since November 2004 in pre-EKHO days?
jonesie
re: 'cashless exercise'
That's what I thought.
There was only one day in 1Q08 where the volume was high enough so that could have happened all in one day, January 18.
That's the day TIV traded 243,048 shares and traded as low as $4.85 , closing at $5.29 , before easing back up over the next few days to the 'normal support level' around $6.00.
So a former director said 'dump 'em'. Wow.
I guess it wouldn't take much sleuthing to figure out which recently retired director with enough shares that might have been, but I'm outta here lol
jonesie
I see what you're saying.
I've shut Edgar down for the evening but I think I remember something about the original cost of the generator + cost to refurbish and then the sale price so maybe since refurb costs might have been included in 'expenses' somewhere they figured it would be okay to put an offsetting 'gain on asset sale' in with revenues.
Also I've heard there are a lot of generators and perhaps they are going to go this route with all of them eventually so it might just become a recurring thing, at least until they run out of steam generators to sell interests in to OPUS.
Other than that I don't know why it would be treated that way either.
jonesie
p.s. re: posting tables, try [*pre*] at the beginning of a table and [*/pre*] at the end of the table, leaving out the asterisks. You still have to do some internal juggling but that's how I get tables to come out fairly straight when I want to.
TIV, Fully Diluted
If all options/warrants/etc are exercised , according to the 1Q08 10-Q the Potentially dilutive shares outstanding are 28,504,357.
This is up from 27,608,334 in the 1Q07 10-Q.
This also compares to the actual outstanding on 4/30/08 of 26,404,109 , so there are another potential 2,000,000 or so shares out there which can hit the outstanding if all warrants/options are exercised.
TIV's Accumulated Deficit
As of March 31, 2008 ($29,694,436)
Is that how much money they've (net) lost over the years?