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They all tie into the initial registration. Read all the S-1 then come back.
That is not what the agreement states, I'm afraid. LG has 50 million to sell here because they got a 0,0006 conversion this time around. Let's see how far down they'll crush the stock.
Anyone talk to BETS about when they plan on filing an amendment with NV? Sure seems to be doing a lot of talking but not much follow up.
Or in many cases, if it's a first S-1 filed, never declared effective so if financing were contingent on BETS having a valid S-1, how does that look?
Look at BETS past filings.
LOL. In this example, the issuer filed numerous S-1 and withdrew. There is only ONE S-1 that was declared effective so your point is moot.
BLUE SKY BREAKOUT COMING UP ON $ABPR.
You are wrong. Initial offering and secondary offerings on same class of securities work differently. So, you need to ask why $BETS has not filed a simple S-1. And, understand that the financing deal is not a firm agreement but more like a "call agreement"
ABPR is thin all the way to 1c here. I would not turn papers in too soon. I will have some info for all later today.
LOAD~~~~~~~~~~~~~~~~~~`> APBR
Thanks Henny. Load and wait for DD on this one, looks very interesting! $APBR.
LOADING $ABPR ---> LOAD 'EM DEEP. THIS ONE IS GOING TO FLY.
Again, this is not an initial offering but a SECONDARY or subsequent offering. Understand the difference.
Incorrect. First registration must be declared effective by the SEC. Subsequent S-1 for same class of security becomes automatically effective. Think of an S-8 filing for commons after a S-1 had been previously filed. Do you see an S-8 filing waiting to be declared effective by the SEC? NO.
All fair points. Talari needs to step up or we're gonna see him in DE. We'll see him in DE either way.
From what I can see, $BETS has not secured ANY type of firm financing nor filed an amendment with NVSOS for A/S reduction or a registration statement with the SEC. NV amendment and SEC S-1 are simple tasks that should be done by now. Some posters have opined that the company needs to first file the S-1 and wait for the registration statement to be declared effective by the SEC but that is wrong information. If a registration statement covers a class of security (i.e. common stock) which was previously filed and declared effective by the SEC, a new S-1 for the same class becomes automatically effective. $BETS filed an SB-2 years back which is the current equivalent of an S-1.
I'd question why these simple formalities have not been followed.
You mention Lockwood dividend often. Was Lockwood divested and did it get acquired by an entity that has marketable securities? Explain.
I am in communication with counsel for Infrax and believe he could also be counsel for FWDG. We will get the information shortly.
I don't know why FWDG shareholders are harassing Infrax about dividend payment for HempTech. There are steps involved here which I have not seen initiated based on Infrax filings. Infrax has to file a registration statement (S-1) with the SEC for shares that are due to FWDG. This registration becomes effective automatically. Then, since dividend (shares or cash) is being distributed, FWDG must go through FINRA and the transfer agent because this falls under corporate action, folks.
Really don't know how some people watch tick by tick of a stock they don't like.
$FWDG CEO converting past due debt at 4.6c
Nice. Perhaps he will decide to forgive the rest!
Spin off dividend? I'm not counting on nor want any URVape shares. CBScientific interests me though. Whether they distributed stock dividend to shareholders or not, FWDG will hold common stock of each so if they want to hold it as marketable securities and sell some from time to time, they should have cash to distribute as cash dividend.
Realistically speaking though, banker j. Why would they even spin off something like URVape? My view on this remains unchanged. It's best to roll in URVape into CBScientific then spin off CBScientific. URVape is really a cost center now for CB and at some point in the future should be revenue center within CB.
Cash and stock will most likely be given. Stock cannot be distributed to shareholders until a registration statement is filed with the SEC but that is just paperwork--S-1 for Infrax becomes automatically effective because there already exists a registration statement for common stock of Infrax.
Cash will most likely be distributed as they come in, but I did give some suggestions on how to accelerate cash receipt from Infrax.
What ratios will be used is to be determined by the board of directors.
Additionally, HempTech has additional contracts that are waiting to be secured or have been secured that should be announced shortly. In the valuation report, it is stated that a similar size (37 acre) customer will be secured in 2015 which would make the total # of acres slightly under 80 acres which translates to ~ $22 million in revenues over the life of the lease. To this, we must also add additional hard costs such as LED lighting.
Please look at the summary valuation below:
HempTech’s value calculated under the income approach is $79 million.
Net Cash Flow to Equity
Present Value Factor @ 25%
Net Present Value
2015 1,060,615 0.800000 848,492
2016 5,306,722 0.640000 3,396,302
2017 13,214,783 0.512000 6,765,969
2018 22,976,974 0.410000 9,420,559
2019 35,728,811 0.328000 11,719,050
Terminal value 142,915,244 0.328000 46,876,20
I still think the net cash flow to equity for years 2017 to 2019 is ambitious because it assumes a growth rate in net cash flow to equity at +50%, year over year.
To look at a more plausible valuation, we will adjust growth rate to 20% which is still a double digit EBITA and a number that is achievable, IMHO. To this, we will adjust WACC to 40% because the beta for this sector is not 1.1 but closer to 3.2 and the industry risk premium should be adjusted by 2 points as well.
If we re-evaluated the numbers, a more realistic (achievable #) valuation can be yielded which is closer to $30 million than it is to $60 million. Of the $30 million, $10-$12 million is earned hence should be paid in cash.
If you understand the numbers, you can easily derive a sound valuation for HempTech.
Hope this assists all.
There is big money coming to Infrax and FCC certification was key. Infrax should be able to settle all of its liabilities to FWDG in short order.
But Alan Brochstein has not even replied with what a fair WACC on any Cannabis player should be and his record for calls has more than 50% loss?
$FWDG supplied the full valuation report. Did we hear a peep out of him? NO.
HempTech recently secured contracts that will bring $10-$12 million per year for 5 years however this is based on in-use valuation using all of the assets of Futureland properties. But here is the thing, MM and I'm sure you can appreciate it. The value of the firm is what it is expected to earn and valuation follows projections and guidance from management which are often ambitious.
What something like HempTech is worth cannot be stated as assets within FWDG's books if it remained as a subsidiary. What a firm is worth is measured when it is sold. What something is worth never means it is what it should get in a sale. Full 5 year projections unless reviewed thoroughly by 3 independent parties usually come with errors, and this is what appears to have happened because a third party advisor should have reviewed and offered a fairness opinion on top of what the certified valuation specialist and PCAOB auditor reviewed.
I reviewed the valuation report and offered that opinion. The deal as transacted would not be fair to Infrax shareholders based on errors and/or metric values used. Management of both companies see it and will correct it.
Moneymade, in re of $FWDG...
When I reviewed the full valuation report, I discovered a few errors that should settle the valuation banter altogether. I have informed both management that they need to change the terms of the deal because the errors in the report would adjust the value downward which should result in a less dilutive deal to Infrax who is issuing shares to $FWDG for the deal. FWDG shares are not the ones being diluted, MM.
I looked at the report because although I'm a shareholder of $FWDG, felt there was something very wrong and Infrax shareholders were getting the short end of the stick which is never right. We should not make money on the back of other shareholders...
Management responded and said that they've noted the discrepancies and will adjust accordingly. $10 million in cash secured by convertible note will most likely stay because that is the earned value of HempTech based on its secured contracts. The rest I'm sure the auditors will re-review and follow FASB rules.
Hope this assists.
Take care,
If something doesn't look right, question it. It is only fair to make sure the right numbers go in Infrax/FWDG's books because there is no benefit in diluting Infrax by erroneously assigning a $60 million valuation. I like to make money but it should not come at the expense of Infrax shareholders.
If you read the valuation report and know what the figures mean, you will notice that there are a few errors made that caused the valuation to increase than be more within what HempTech should have closed at which is between $20-30 million, and if $30 million, the number would represent a premium paid above its value.
I pointed out the errors to management of both companies and adjustments will be made to put the "valuation" banter to rest.
Agree with Sam's view point and strategy with Itron and the Cannabis market. What I don't agree with is the planned dilution of Infrax especially because it does not benefit either companies or shareholders short or mid term so this is really another poor judgement call on the part of both boards. No retail FWDG shareholder is interested in getting Infrax's worthless commons--if the shares are worthless from being diluted by a factor of 7 and then some, it's really best to not take the commons and allow Infrax to use its equity to roll out its plans.
For $20 million?
Question for FWDG shareholders...
I've clearly outlined which part of the deal was real--"real" meaning actual $$ that would guarantee payment to $FWDG. That was the $10 million in cash covered by a convertible note or registration of shares.
If FWDG's agreement as written went through, this actually destroys the value of our investment and unnecessarily dilutes Infrax, so this is a zero sum game which management here and there should stop playing.
I, as a shareholder FWDG, am happy with even $10 million in cash and $10 million in preferred stock. There is absolutely no value in diluting Infrax's commons to the tune of +700MM shares for this deal because our participation in their common stock becomes worthless as pps adjusts significantly.
Could you guys tell me your thoughts on whether you'd accept $20 million for the deal? I will write to the board of both companies.
If I were a $IFXY shareholder, I'd contact the new CEO and ask for a copy of the fairness opinion for the $60MM, one has to be supplied. I'm not a shareholder here, just $FWDG but even I feel $IFXY overpaid for HempTech.
With its contracts, HempTech was supposed to generate somewhere between $10-12 million in revenues in 2015 so maximum for sales purposes should be $24-30 million if they wanted to pay a premium.
$10 million in cash and $10 million in preferred stock would be more than adequate to cover this acquisition, so I don't know what this new CEO was thinking. There is no reason to dilute commons to the tune of +700 million shares plus $10 million in cash plus preferred stock.
I've said all along to ignore this $60 million valuation, it's crap. No one in their right mind would accept this deal.
So, complain to management. Let me know if I may assist.
The "problem" with Infrax's IPs is that their primary market is meters. HempTech's valuation is higher because the same technology derived from Infrax, if applied in a different market (aka most advantageous market), can generate revenues. Infrax and HempTech can apply the same utility already embedded in the IPs and move its primary market to Cannabis or agriculture where it has already proven to generate revenues. This is the difference.
The value of Infrax's IPs and technologies cannot be realized without revenues and future cash flow. HempTech has brought value to Infrax through secured contracts that will add revenues. Without revenues, IPs are worthless. If HempTech/Infrax together can generate much revenues, yes, they can sell AgriTech to another party.
But, it takes time to develop revenues. They have the right idea now.
Yep. Futurelands Property and HempTech are definitely in there. Money will come to FLP, HT and now Infrax.
Actually, LH, I do not see anything wrong with the deal although I will admit that I feel Infrax overpaid for HempTech. A mid line figure of $30MM would have been acceptable for $10 million in cash, $10 million in stock and the other $10 million in preferred. I'm wondering if Infrax's board of directors and shareholders received an fairness opinion which should come from a third party other than the appraisal company and auditors.
As a $FWDG shareholder, I feel $30 million is more than adequate for what has been developed at this point. $30 million represents 2x revenues which is more than adequate NOW because of the additional development work that has to go into it, but that development and technology are derived from Infrax, it really was best for Infrax to purchase HempTech.
No. The Futureland deal has to be with someone else otherwise makes no sense. I already have an idea of who the acquirer for Futureland properties might be but will reserve my comments for now.
People are complaining for no reason, especially some Infrax shareholders. The fact of the matter is this: Had HempTech been sold to another party, Infrax's maximum participation would have been $2 million which is the ONE TIME development costs to develop HempTech and to give exclusive use and licensing agreement. This was the contemplated charge. Does it make sense for Infrax to leave $98 million on the table when it had spent millions of $$ in development costs over the past +4 years? NO.
If you're in the right market at the right time and developed products for that market, things can change quickly. $IFXY acquired existing contracts that will add revenues that it was lacking and simultaneously improved its balance sheet by structuring the deal as it had. As long as the company continues to book contracts, the big GoodWill given for HempTech will remain in the books and this is positive.
Infrax and what is now called Agritech is very high margin business so Infrax should be able to absorb the increase in O/S without problems. If HempTech were acquired by a party other than Infrax, Infrax cannot participate in revenues derived from its own technology because the deal would work only if something exclusive to HempTech existed but they couldn't work that out under the former structure of Talari being CEO of both companies. Futureland properties is not the only "grow" facility in hence it would've been a poor idea to divest HempTech to someone else to develop other grow properties and cut out Infrax. Infrax has the right to participate especially if the projected revenues for Agritech is 100 million by 2019.
Personal feelings aside, this was a good business deal. Short term, $FWDG is the recipient of immediate income from the deal but long term, Infrax will be the beneficiary of bigger rewards and benefits. Utlimately, the guys at Infrax would have to further develop HempTech/Agritech, so it makes sense that they handle it this way and Talari no longer part of Infrax.
I came up with baseline, in-use valuation of HempTech at $15.6 million. If HempTech were to get all 237 acres signed, that is the baseline. This is why the cash part of the deal is close to the baseline. First year revenues are usually paid in cash. The rest has to be done in stock to cover risks to both sides. A common CEO does not make the deal shady. The deal had to have an auditor review for valuation and also involved SEC attornies.
I am happy with the $10 million in cash part even if it covered by convertible note.