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You're wrong; again. The 5% rule is for noninsiders. Insiders have to report regardless of their percentage of holdings. However, I almost hate to correct these false statements. My buy order is close to filling.
Not true. But say what you want about SUNW, I might get my order filled too. I just looked at my Fidelity account and those institutional investors are all still listed; same info as in the Fidelity link someone posted.
Wrong. Anybody looking to unload shares they actually hold would just sell at the bid. Shorts sell on the ask because (1) it holds back the price and (2) they benefit from the spread as they (hope to) buy back in at a lower bid. That's a fact. IMO.
Everybody knows what is going on. Traders are shorting this, which is where all the shares on the ask are coming from. Now somebody just put up a large ask hoping to scare someone... anyone into unloading some of their holdings. Good luck with that.
For all those flippers, looks like this week is buying zone. All those shares sold short have to be repurchased, of course.
Your position on SUNW again relies on false information.
Please do. And please share the response you receive with the rest of us. BTW, SUNW is a U.S. company, not Cayman Islands.
What were the before and after numbers, and are you referring to outstanding shares or public float?
Regardless, no actual increase in either such number occurred "overnight." Rather, as I expect most investors comprehend, a company's official numbers typically only update once every 3 months (that is called a "quarter"). So, any revised numbers reflect all transactions during the preceding quarter. Those transactions would include shares issued to both insiders and noninsiders.
Trickery, you say? Your post lies about SUNW. Insiders are required to report sales of stock on a form 4 within 3 business days. Weeks after SUNW's "record 10-k" not a single such form has been filed with the SEC. None. Zilch. Zero.
So, clearly, no insiders dumped any shares "on that date" of the 10-K filing, or since. That's a fact. IMO?
My post, which was not in response to any of your posts, was not directed at the content of the SA article about SUNW, but I can see how you might interpret it that way. I was on a mobile device, and the app always crashes if I type more than a quick sentence.
My reference to repeating false statements was to repeated posts containing such content on this board. Those posts exaggerate and/or misstate the facts and/or inferences stated in the article about SUNW, but then frequently purport to rely on that article as the source of their facts. If I were the author of that article about SUNW, I would not appreciate such misuse/abuse of my writings.
I've already shared my thoughts as to why the article itself did not present a compelling argument.
If you haven't seen it, or forgot about it, one of my posts is stickied above where I discussed the current state of convertible notes.
Also, in further response to your initial questions on my insider ownership math, I did not factor in JN's bonus shares, as I don't recall the number offhand. However, I did round off the current 13.9% number to 13+. While the eventual issuance of those bonus shares will be further dilution to everyone (including all insiders), it will increase the net percentage of insider ownership since 100% of those new shares will be owned by an insider. Unless, of course, JN sells more than 80% of his new shares.
You need to check your facts my friend. This is a rehash of old news here, but the revised terms of the acquisition notes were disclosed already in a prior quarterly report, not just in the most recent annual report. I think even the SA article acknowledged as much.
Your fact number 3 is also wrong, (again as previously discussed here). Those notes were primarily to insiders (the prior owners of company we acquired), and none of them have sold any shares since. So, not only was there no "carefully timed disposal" of those shares in the market, there was simply no selling by those insiders whatsoever.
As Sandridge pointed out in an earlier discussion, one of the 4 note holders did not stay on when sunworks was acquired. However, there is no way of knowing when he exercised his portion of the note or if or when he sold any of his shares.
So, by all means, please show me how we can verify those "easily verifiable facts" you have laid out.
By the way, when is the last time any insiders sold shares? Since uplisting on NASDAQ just over a year ago?
I already factored that into my math, feel free to check it. I added the 1.5 million shares to the current total before dividing the 1.5 million shares by the new total.
Also, you can get the fully diluted share count from the annual report if you wish, we have discussed that number here already.
First of all, you misquoted my post.
Second, you state everything in certainties and absolutes as if they are fact. Can you document these facts?
Third, the insider ownership at the link I provided you is above 10%, and that doesn't even include Jim Nelson's pending bonus shares or Kirk Short's 1.5 million preferred shares that will become an equal number of common shares. Kirk Short's shares alone would add 7% to the current 13+%.
Nobody likely cares how SunWorks was purchased years ago when SLTD had no cash of its own and was listed OTC and couldn't access the capital markets, and nobody likely cares about how many shares the insiders own. If anyone really wants to discuss FACTS, however, instead of innuendo, characterizations, and unsupported assertions, then by all means post the actual insider share counts from the recent annual report. Here's the link; took me all of 30 seconds to find it. http://www.sec.gov/Archives/edgar/data/1172631/000118518516003879/sunworks10k123115.htm#Item12.Security
Of course, everyone likely knows JN is set to get a bunch more shares issued to him in the near future as a bonus when the company hits its profit milestone.
In the next few years, I think the Model 3, Chevy Bolt, and similar reasonably affordable electric vehicles will really contribute to the increasing demand for residential solar. Two reasons for E-vehicle owner to want solar panels: (1) Free fuel for their car; (2) the fuel is not coming from polluting grid sources such as coal and natural gas.
I was a relatively early adopter with the Chevy Volt back in 2012 (2013 model). Once you go electric and experience the improved performance and reduced maintenance, it is a bitch to go back to a gas vehicle. Everybody that drove my Volt loved it; both "car people" and regular folks. The electric vehicle trend will not be stopped.
Looks like many places still need to update SUNW 2015 annual numbers.
Not updated yet on Yahoo finance. They show -0.47 ttm EPS, and N/A for the ttm P/E. http://finance.yahoo.com/q?s=SUNW
Not updated yet on NASDAQ. They show -0.44 ttm EPS, and N/A for ttm P/E. However, they do show a forward P/E of 19.79. http://www.nasdaq.com/symbol/sunw
Google finance shows nothing for P/E, and 0.00 ttm EPS. https://www.google.com/finance?cid=718470
Scottrade summary page has now updated to 0.00 ttm EPS, and 50.2x ttm P/E.
Fidelity summary page shows -0.53 ttm EPS, and N/A for the P/E.
TD Ameritrade summary page finally updated today for SUNW. The ttm EPS changed from -.58 to 0.00, and the ttm P/E ratio change from n/a to 50.24x.
Edit: EPS should show at .05, but progress nonetheless on the update.
I'm not overly concerned (yet) by yesterday's little drop below our recent tight range. It was last day of the quarter, so some volatility was to be expected. Hopefully, we can level back off and then break back above $3. Seems like maybe we'll get some more news Monday about our new plan for drumming up business, following the grand opening on Saturday.
New, similar story to that posted the other day: Renusol America To Help Palm Springs Air Museum Go Solar
http://greenbuildingelements.com/2016/03/24/16460/
The air museum anticipates saving $20K per year from the solar install. Not bad.
Good to see the PPS is holding up pretty well after the latest quarterly/annual filing. This, despite the fact that nobody appears to be completely updating the earnings / EPS numbers anywhere yet. Maybe we are slowly breaking that mold created after the last few filings where we rocket then tank.
Renusol America teams with Stion and Sunworks for Palm Springs Air Museum project
http://www.solarpowerworldonline.com/2016/03/renusol-america-teams-stion-sunworks-palm-spring-air-museum-project/
Haha, thanks for the compliments Moon. Glad you found the discussion of the convertible notes helpful.
Btw, I'm not sure I am quite on par with those gentlemen... my ears are smaller than Spock's, my hair is trimmer than Einstein's, and my balls require only a single Radio Flyer wagon.
On another note, I was glad to see Utah beat Fresno State in the BB tourney yesterday. It was kind of like JN / SUNW getting back at Fresno for their antics.
Now root for Bucky (Badgers) tonight!
Thanks Imp. Funny, I was just reviewing that info in the table on pg. F-9 of the 10-K, and independently confirmed what you just confirmed (that the warrants priced at $4.15 are not counted into future dilution).
The convertible notes have really been cleaned up nicely. There are now only 3 remaining. One that was given to non-insiders for the sunworks purchase, a note for $100K, and the one to owner(s) of MD Energy for that purchase.
The sunworks-related and $100K notes are the ones that were just modified in March 2016 into interest-free loans to us and extended until June 30, 2019. (Hmmm, maybe we should bitch about the modification? J/K)
The MD Energy note is at 4%, and the remainder of it is convertible half on Nov. 30, 2016 and the other half on Nov. 30, 2017.
All told, the remaining future dilution on these notes is 3,194,281 shares (rounded).
Now, if you look at the table on pg. F-9 of the 10-K, it shows 4,636,588 shares' worth of "dilutive conversion options" (convertible notes) remaining as of Dec. 31, 2015. If you take that number, and subtract the sunworks note that was just converted into 1,442,308 shares, you get my number above (which is off by 1 due to rounding). 4,636,588 - 1,442,308 = 3,194,280
If you want to check my math on the individual notes, the info is at pg. f-14 - f-15. http://www.sec.gov/Archives/edgar/data/1172631/000118518516003879/sunworks10k123115.htm
7. ACQUISITION CONVERTIBLE PROMISSORY NOTE
Jan. 31 Sunworks note = fully converted
Feb. 28, 2015 MDE note = $1,766,667 / $2.60 = 679,488 shares
8. CONVERTIBLE PROMISSORY NOTES
3/1/2013 note = fully converted
1/29/14 note = fully converted
1/31/14 note = ($500K restricted use - sunworks) fully converted
1/31/14 note = ($750K restricted use - sunworks) $750,000 / $0.338 = 2,218,935 shares
2/11/14 note = $100K / $0.338 = 295,858 shares
So, the 3 notes are 679,488 + 2,218,935 + 295,858 = 3,194,281 shares.
Jose, I hope that sooner, rather than later, the PPS reacts appropriately to the revenue and profits, such that you will be saying, "I hope the revenue keeps up with this PPS."
Really? 1. Professionals telecommute all the time. 2. Do you know JN is not keeping an apartment near the new HQ's or spending a few nights weekly at a nearby hotel? I am pleased to see the company's focus on cost cutting.
Thanks for the correction. Like I said, I was going on memory. So, it is possible that 4th guy could have sold some shares at some point. Although, I am not sure we can figure out when, exactly, he converted his portion of the note to shares. It could have been some or all earlier, or now. We could maybe figure it out by comparing to known prior amounts converted by the 3 others. I recall Abe had converted a bunch earlier, not sure about the other two. Also, I don't recall whether the note value was equally divided among the prior sunworks owners.
I partly agree with you that the quarterly filings were misleading (I'll come back to that). But first, I believe the entire thesis of your article is flawed.
Your proposition was that the belated extension of the original terms of the acquisition note was hidden deeply in the filing, such that most people would not notice. The problem with that thesis is that anybody who doesn't read that portion of the report would never know, in the first place, the terms of the note, much less whether the original conversion price had expired. That info was all in the same place.
This also defeats your supposition that there was "greater than expected dilution," which may have caused price drop. If people didn't read the filing, they had no expectations at all regarding dilution. And, since everything was accurate as of the Q3 filing, there were no surprises on Monday to anyone that tracks the dilution / convertible notes.
I review the filings. So, I saw that the original (lower) conversion price had expired without the note being fully converted. Frankly, I panicked a little at that point, thinking, "Why would the insiders let that expire without converting into company shares. Did they think the company was in trouble?" On the other hand, I thought, well, at least that's likely less dilution (unless the pps crashed).
I then saw the revision in a subsequent filing. "Crap, I thought, that original dilution amount is still there." Then, I thought, "Phew, everything is fine with the company and the sunworks guys aren't going anywhere." I thought the whole thing was a bit odd, but I wasn't overly concerned.
Now, I do not know that any of the filings were inaccurate, because I don't know when the original terms of the note were extended. If they were extended retroactively, then the filings were accurate. I also think it is a stretch to say that JN lied with respect to this specific acquisition note, when he commented generally about convertible notes at a conference call. If the notes had been changed to something lower than the original conversion (sunworks purchase) price, I might have a different opinion.
As a side note, I saw there was a disagreement between you and that other author on some math. I didn't review the issue in detail, but your math did not appear problematic.
Solar3D leaves sunny S.B. for Roseville to save money
http://www.pacbiztimes.com/2016/03/18/solar3d-leaves-sunny-s-b-for-roseville-to-save-money/
Swiamca, here is the rest of your answer. The 16M shares number you cited comes from pg. F-9 of the 10-K. The reason that is lower than the 17.7M shares outstanding at end of Q3 is that the 16M is a weighted average of shares outstanding for the entire year 2015 (including that period before 3M new shares issued in the secondary offering).
From the report: "Dilutive per share amounts are computed using the weighted-average number of common shares outstanding ...."
http://www.sec.gov/Archives/edgar/data/1172631/000118518516003879/sunworks10k123115.htm
Just to clarify, Sandridge was wrong. I finally read both SA articles and the comments last night. Somewhere in there, Sandy suggested the price drop on Monday was caused by all the shares flooding into the market from the recent note conversion. Did not happen.
None of the shares that just converted in March from the sunworks-purchase notes were dumped into the market on earnings day (Monday). My recollection is that the purchase notes were split 3 ways between the prior owners of the "original" sunworks. (Not to be confused with additional notes, that were to others, where the funds were required to be used for sunworks purchase. Those were for the "cash" portion paid to the sunworks guys.)
So, Abe Emard, Emil Beitpolous, and Mikhail Podnebesnyy. Those guys are all insiders (and are listed on the "management team" page http://ir.sunworksusa.com/management-team/ , and in the insider list at page 37 of the 10-K). If they sold any shares on Monday, we would have had an SEC filing reporting that no later than yesterday (Thursday), because they have to be filed within 3 days.
As a side note, that table on page 37 of the 10-K shows that as of March 8, 2016, "All officers and directors as a group (9 persons)" held 13.9% of the 19,762,844 shares outstanding. Additionally, those numbers exclude Kirk Short's 1,506,024 preferred shares (which are convertible to the same number of common shares).
I agree. I don't do it, and I think it us unethical. People argue it adds liquidity (because it creates more sellers/volume). However, it distorts the market because it messes up the supply vs. demand balance. It is good for traders, but bad for companies.
Edit: I am actually surprised that anyone is able to short ELIO. I don't know how there could be any/many shares to borrow, since it has a very low float, and many shares are presumably not even in brokerage accounts.
Short sales should show up there eventually, but that official number is only updated twice a month, and it is usually several weeks behind. Also, that number is just a snapshot of the outstanding short shares on that report date.
Not necessarily. You ASSume too much. That report you copied refers to newsletters "this week." So that does not mean there are active promotions "right now."
I received a group of them Monday morning shortly before the open, noting SUNW was about to release earnings.
Then I received another group of them just after close yesterday. Both groupings were all the same message.
I receive them all automatically after having entered my email address to access analyst reports on SUNW.
Yesterday's messages simply stated:
We're still green, and getting greener. It's starting to look like a vivid, emerald green. Must be luck 'o the Irish today.
At this rate, we might get back to $3 this week.
(Not a prediction; just an observation.)
I see Imp posted elsewhere that the diluted count does not include the warrants. He found a breakdown by category in the 10-K.
Good point. I don't think the numbers work with 3M warrants. Although, 3,000 were exercised already. Ha.
Well, without even looking at the report, I can give you most of an answer. Market cap is based on the most recent count of outstanding shares, which was the 19M number as of the date the report was filed.
The 18M number was the outstanding shares as of Dec. 31, 2015.
The 23M number is the fully diluted shares count; ie, the number of shares that would be outstanding if all the options, warrants, convertible notes, and convertible preferred shares were converted to shares right now.
I don't know what the 16M number is without looking. But I think we would already know if there was a share buyback. And why would there be, when we need cash for growth?
I haven't had time to read either of the recent SA articles. However, as a shareholder, I have no problem with SUNW agreeing to a short extension of the convertible notes granted to the sunworks crew so that those guys could be paid for their company at the price they agreed to at the outset.
You know what would be worse for shareholders? If the sunworks guys, who are the backbone of the current company, felt like they got screwed on the deal and left the company. Where would we be then?
Also, isn't this all old news? Like I said, I haven't read the articles yet. However, my recollection is that the extension of the notes at the original price was already disclosed in a filing prior to this week's 10-K.
I just don't see where there were any "lies." And, frankly, I don't believe for one second that that short extension of the sunworks note had any effect on the share price this week.
I'm not sure what you are talking about, but I haven't noticed anything out of the ordinary. Although, I don't stare at the level 2 all day long; just pop in and check on it here and there.
Yeah, we know you guess. Last week, the guesses were all wrong. My guess is that we do not hit $2.50. Lets see who wins.