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The $80M in DIP financing is from Wells Fargo Bank and GACP Finance Co. It is the buyer of the assets that is being kept confidential. Two separate transactions.
According the the 8-K filed on July 26, 2016 the company issued 600,000 shares of Series A Preferred.
Just part of doing business. Turning a company around is time consuming and messy. You are certainly going to be sued. As far the subsidiary, they are likely trying to protect their assets. However, they may have no legal standing. While it is certainly not something you want to see, it means little until there is a ruling or some other form of settlement.
As far as BMTL, David was brought into active management only 90 days prior to the registration being revoked by the SEC. The filings were already over two in arrears. Keep in mind, while the SEC does start administrative proceedings, it is somewhat voluntary on the company’s part to allow the registration to be revoked. The company can take action to prevent the revocation. It made no sense at this stage for the company to maintain it registration.
When David was brought into actively manage NLEF, revenues were already in a death spiral and the company was losing money. While filings were maintained to some degree after he signed on for about one year, I believe it was another situation where it no longer made sense to maintain registration.
IFCR is certainly not a sure thing. It has several serious issues which are clearly reflected in the stock price. A buyer of IFCR stock is speculating that David and company can leverage the revenues of the subs to get IFCR turned around and relieve it of some of the burdensome liabilities.
The following change:
Original:
Our most significant customer in fiscal 2016 appears to have ceased business and will presumably no longer be available to purchase our products. The loss of business from this customer could have a materially adverse effect on our revenues in the short term and in the long term if these revenues are not replaced by new products and other existing or new customers.
Updated:
Our largest customer during the year ended February 29, 2016, has raised concerns regarding the effectiveness of certain of our filters, in particular, the efficacy of fluoride removal. The likelihood of this customer continuing to purchase our product is remote. The loss of business from this customer could have a materially adverse effect on our revenues in the short term and in the long term if these revenues are not replaced by new products and other existing or new customers.
I believe they are liquidating the real estate assets which are primarily single family homes. This is likely how they raised the money to invest in the new venture.
The calendar year ended on February 29. The SEC requires a 10-K to be filed within 90 days of the year end. This would put the 90th day on May 29 which was a Sunday giving them an extra day which would have been May 30. The NT 10-K should have been filed on May 30 in lieu of the 10-K. The filing date of the NT 10-K does not change the prescribed filing date of May 30. Unless the company states otherwise, the SEC requires that when an extension is filed the 10-K should be filed on or before the fifteenth calendar day following the prescribed due date which would have made the new due date June 14. I believe in fact they are now late. Not really a big deal as the SEC will not take any action until a company is multiple filings behind. Just a pain for anxious investors.
I believe it is due out today. Since the original deadline fell on a Sunday, it gave them an extra calendar day making the 10-K due date May 30. The the NT 10-K 15-day clock started again on May 31 giving them until June 14. Of course that still does not mean it will be timely, but I suspect we will see it today.
Agreed. Even if they are able to secure better financing, the agreement will likely require written approval of the lender before a buyback can occur.
Biomerica Signs Exclusive License Agreement for Korean Market With Total Value of up to $8.5 Million; Licensee Makes Equity Investment of $1m in Biomerica at $3 per Share.
http://www.marketwired.com/press-release/biomerica-signs-exclusive-license-agreement-korean-market-with-total-value-up-85-million-otcbb-bmra-2128770.htm
Below is management commentary regarding the Q3 results from the $FDVF website.
"Our Third Quarter ending March 31, 2016 financial statements are now available in PDF format for you review. We are also pleased to report that this was our highest net revenue and second most profitable quarter since becoming a pure play PEO in late 2008. Third Quarter ending March 31, 2016 EBITDA is $ 1.8 million on $16.9M in net revenue as compared to $16.5M for third quarter ending March 31, 2015, a revenue increase of 2.4%. Further, YTD March 31, 2016 EBITDA is $4.4 million compared to YTD March 31, 2015 EBITDA of $4.1 million representing an increase of 7.3%. For the current fiscal year, YTD net revenue has increased 4.5% to $48.3 million as compared to the same period last year and YTD gross profit has increased 10.6% to $12.6M as compared to the same period last year."
They are still in business, but going through a major transition. I would recommend reading some of the 8-Ks from late 2015 and early 2016 to get caught up.
http://www.sec.gov/cgi-bin/browse-edgar?company=sitestar&owner=exclude&action=getcompany
I have not had time to read the entire agreement, but according to the 8-K the conversion to preferred has to be triggered by a change in control.
From the 8-K:
"The Facility is unsecured, but upon certain triggering events generally described as changes in control of the Company, loans under the Facility are convertible into shares of a newly-designated class of the Company’s Series A Preferred stock"
The question is, what is a triggering event and how is change in control defined. Other provisions may come into play as well. So in other words, it will be treated as a loan unless there is a triggering event. The default language will also be important.
The PR was simple information regarding a potential acquisition they previously announced. Nothing more, nothing less.
It was a result of filing an 8-K on 3-4-2016 regarding the most recent press release.
http://www.sec.gov/Archives/edgar/data/783284/000135448816006454/0001354488-16-006454-index.htm
If you go to the OTC Markets Tier Change page and look at the history you will see the stop sign was removed after this filing was made. It was changed to yield at midnight of the same day of the filing so the tier change was technically made on 3-5-2016. It currently shows on page 3, but obviously it will get pushed further back as more tier changes are reported.
http://www.otcmarkets.com/market-activity/otc-tier-changes
Hope this helps.
It certainly is possible. The recent Schedule 14C stated 487,460,000 had already been reserved for issue under outstanding convertible debt.
http://www.sec.gov/Archives/edgar/data/783284/000135448816005880/ifcr_def14c.htm
Best explained in the recent Schedule 14C
http://www.sec.gov/Archives/edgar/data/783284/000135448816005880/ifcr_def14c.htm
I don't think you are missing anything. Oddly enough the one-time legal charge was not mentioned in the PR. I think the sellers may be the one's missing something here. They did not read the details as to why the earnings were below expectations. It will recover.
IFCR likely will be following the guidelines for a Non-accelerated Filer based on a public float of less than $75 million. Therefore, they have 45 days to file. The next 10-Q is not due until mid-August at which time they will likely file a NT 10-Q to request additional time due to the recent change in auditors.
http://www.sec.gov/answers/form10q.htm
It may have been a business decision by DKM. In about five minutes of searching, I found three other companies from which DKM resigned as the auditors in a similar time period of the IFCR announcement.
http://www.sec.gov/Archives/edgar/data/1547355/000155724015000479/2015june24-slpc_8k.htm
http://www.sec.gov/Archives/edgar/data/317889/000143774915013382/blvt20150707_8k.htm
http://www.sec.gov/Archives/edgar/data/1122130/000101968715002798/directory_8k.htm
I do not claim to know the reason for the resignation from IFCR or any of the above companies, but I think it is reckless to speculate that management wanted them to lie.