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The system is blatantly unfair because...
without the coordinated pump and dump campaigns and the laze fair attitude adopted by the InvestorsHub "brass" as it pertains to stock touts, this website would be a ghost town.
There is a symbiotic relationship between the unscupulous stock promoters and iHub. In exchange for page views and paid accounts, iHub grants the stock promoters a place to conduct their business -- hence the term "virtual boiler room".
Websites like iHub are a cheaper alternative to "hooking fish" than the old fashion method of hard-selling cold calls. If iHub were to adopt a more judicious bias -- allowing more lattitude for contrary opinion -- the professional promoters would simply move their business elsewhere, crippling iHub financially. IMO, iHub understands this quite well and therefore upholds the "unfair system".
Matt,
Your website needs contrary voices -- without them, or by implicitly allowing the censorship of them, you truly are operating a virtual boiler room.
You do realize that the contrary voices are often subjected to the most egregious violations of the terms services, yet the offending messages are celebrated by others, never deleted and the offending individual rarely, if ever, penalized.
I can be libeled and called all kinds of nasty names with little to no negative ramifications directed to the offender, yet the smallest infraction on my part is immediate cause for censorship and / or the revocation of my posting privileges.
I’m going to guess I am in here for the private message sent to a moderator of the NEOM thread. Exactly what in that message warranted my placement in “jail”; was it the use of the word ‘shitlist’ or the phrase ‘gunning after you’?
Why is it that the contrary voices are expected to have the thickest of skin while everyone else receives positive reinforcement – in the form of you acting on their complaints -- for “crying foul” at the slightest of infractions?
At what point do you start penalizing those who bombard you with private messages or “report TOS violation” submissions for no particular reason other than the fact that they may not like spirit of what is being written? Shouldn’t chronic abusers of the aforementioned channels of communication with you be subject to the same penalties as those who may infringe, no matter how small, on the TOS?
Do you see where I am going with this? You are being used. What happened to the dragnets where you would pull everyone in – including the “complainants” – when the board started to get out of hand?
In conclusion, I receive personal insults as a response to nearly every post I make. I usually report those posts using the “report TOS violation”. I have never seen the offending posts removed nor have I see the originator of the posts punished for their actions. Yet my posts are removed for linking to another iHub board as part of my signature under the auspices of “advertisement or promotion is a violation of iHub’s TOS”.
Come on, Matt -- don’t let them shoot the messenger just because they don’t like the message. Remember, those who stand for nothing, fall for everything. Man-up and start holding the touts, promoters and “long” provocateurs to account to the same degree you do for so-called “bashers”.
Love To Love Ya Baby,
Alan Greenspun
Ahem...
You may not be culpable, but you certainly are complicit.
"But what IS making me lose patience, is all the hype. So many people have had tremendously high expectations, and have lead many people to believe that this is going to be the stock of the century, and it very well could be, but not for quite a while, imo. I've got a lot of people mad at me right now. So, my friends that have lost a lot of money (I know, ahem..... you don't lose, unless you sell...ahem), are still mad. Needless to say, I've learned a big lesson."
User Reviews for investorshub.com
Number of Reviews: 7
Write an online review of this site at Amazon.com and share your thoughts with others.
1 of 5 starsI-Hub Vs. Investor's Paradise,
I-Hub is difficult to navigate, there are pumpers everywhere, people use abusive language, and it is just an unenjoyable expirance. In stark contrast Investor's Paradise is easily navigated, well organized, and the moderators there are committed to keeping the site clean and free of pumping and bashing.
1 of 5 starsPoor - even Raging Bull is better,
Overmoderated boards, as others have noted. Just seems to be a haven for penny stock pumpers. Not a place to go for unbiased information.
2 of 5 starsSite Could Be Better,
My experience on Investors Hub was not particularly great. Found censorship and limited additional info on companies.
5 of 5 starsInvestors Hub is high quality Free Internet Service,
I have found that Investors Hub is of high quality and lacks the filth of other stock chat boards out there. The most attractive quality is the wealth of information from several board owners, at no cost. You can opt to pay for a subscription to I-Hub, but it is not required. I have found the several big boards welcoming, helpful, and legitimate.
Recommend!
2 of 5 starsBoards are highly controlled and censored,
My limited observation there has been that many of the stock boards covering individual penny-stocks seem to be moderated by promoters and|or insiders. On the couple that I frequent, messages are regularly removed that contain any critical commentary, questions, or even factual info that might raise any eyebrows. Although the tight control there does leave less garbage to wade through, it also smothers any real meaningfull debate or discussion. That fact also makes any of the company information that can be found there very questionable.
http://www.amazon.com/exec/obidos/ASIN/B00006BWW9/002-8112122-9440019#cust-reviews
Like most languishing enterprises,
IHub is being held back because the original "inventor" demands a role in the day-to-day operations.
Look at most successful start-ups and you will find that the original "innovators" are set aside and replaced with credible management.
With a fairly large userbase, Ihub has so many different directions it could procede to leverage said base. Instead it is trapped under the myopia and controlling tendencies of you know who.
Ironically, it is no different than the profile of the companies most here come to discuss.
InvestorHub is ..
in my opinion, a quasi-investor relations / PR firm for publically traded microcap companies.
If I am the CEO, or benefical shareholder, of one of these "legal scams" I purchase two "paid accounts" on Ihub for two of my friends who then are paid under the table to manage the day-to-day sentiment on the message thread for my stock.
Actually, depending on the potential ROI (i.e. how many dupes that can be lured to purchase stock and / or not sell) I might buy five or six paid subscriptions, log in via different IP addresses using a proxy server to disguise the multiple accounts and create a variety of "personalities". Some of the personalities might include: the soft basher who is the seemingly well intended long who comes across as more skeptical than most but really is just lofting softball questions and issues that generally pertain to immaterial events, the legal scholar who acts as a expert on all potential legal issues, the finance expert to assure the rubes that the toxic convertible is really a good thing, and two or three additional accounts just to add filler and general touting simply to keep my board on the most active list.
It is no mystery why the "Active Stocks Today" occupies the center column on Ihub's home page. That is valuable real estate; the Ihub operators know this as do the unscrupulous executives of these "legal scams" (ie Pump and Dumps).
So, matt, how much does it take to buy a lot on that valuable real estate? 20 paid subscriptions and the promise to generate 5000 page views per day?
Give me a quote and for the right price I'll have my pink sheet paper shell trading within three months. To sweeten the deal I'll even issue Ihub a warrant to purchase up to 10% of the outstanding shares for a box of krispy cream donuts.
OT: cloud8 simple question:
Do you currently own any NEOM stock?
Constitutes a personal attack, which is defined as:
* Posting harassing or otherwise objectionable content on another poster;
* Calling another poster names or being vulgar;
* Not staying on topic with the current investment discussion, but instead focusing on an individual poster;
------------------------
Last 8 messages from 'cloud8', none of which even remote touch upon NEOM:
Well, APD just revealed something important:
NeoMedia Technologies
3/31/2006 4:45:04 PM
APD, awfully bold and transparent of you to
NeoMedia Technologies
3/31/2006 2:33:05 PM
APD, you were pegged long ago as somebody
NeoMedia Technologies
3/31/2006 2:12:28 PM
OT APD...
NeoMedia Technologies
3/31/2006 10:52:19 AM
Hey APD...
NeoMedia Technologies
3/31/2006 10:30:44 AM
APD, it's fitting that you responded to your
NeoMedia Technologies
3/28/2006 5:47:59 PM
APD, any credibility you might have had in
NeoMedia Technologies
3/25/2006 1:30:55 PM
Nice try, APD.
NeoMedia Technologies
3/25/2006 12:51:57 PM
What many are also ignoring at their own peril is NEOM's financial condition and how that may dissuade potential customers.
NEOM will have difficulty closing large, long term contracts simply because of the risk of default for NEOM is present.
I can't imagine many large corporations allocating any significant part of the market budget to NEOM if only because there is no assurance NEOM will be operating long enough to complete the campaign. In theory, at any moment, NEOM, were Cornell to cut off the lifeline and the company unable to attract another financier, could be out of business and that is a risk that few large corporations are usually willing to take.
Most likely NEOM will be forced to offer services below the cost to the corporation -- which will only further erode the financial condition of the company. Potential customers will throw NEOM some business only to assess the utility of mobile marketing as a medium to connect to consumers (test market), at NEOM's cut-rate prices, before switching over to better capitalized, larger reaching competitors for their big dollar contracts. This is why NEOM includes the follow segment in the company's statement of risks:
NeoMedia May Not Be Able To Compete Effectively In Markets Where Its Competitors
Have More Resources
While the market for physical-world-to-Internet technology is relatively
new, it is already highly competitive and characterized by an increasing number
of entrants that have introduced or developed products and services similar to
those offered by NeoMedia. NeoMedia believes that competition will intensify and
increase in the near future. NeoMedia's target market is rapidly evolving and is
subject to continuous technological change. As a result, NeoMedia's competitors
may be better positioned to address these developments or may react more
favorably to these changes, which could have a material adverse effect on
NeoMedia's business, prospects, financial condition, and results of operations.
Some of NeoMedia's competitors have longer operating histories, larger
customer bases, longer relationships with clients, and significantly greater
financial, technical, marketing, and public relations resources than NeoMedia.
Based on total assets and annual revenues, NeoMedia is significantly smaller
than its two largest competitors in the physical-world-to-Internet industry, the
primary focus of NeoMedia's business. If NeoMedia competes with its primary
competitors for the same geographical or institutional markets, their financial
strength could prevent NeoMedia from capturing those markets. NeoMedia may not
successfully compete in any market in which it conducts or may conduct
operations. Many of NeoMedia's competitors in the Micro Paint Repair business
have a longer operating history in the industry, as well as access to greater
financial resources. NeoMedia may not be able to penetrate markets or market its
products as effectively as NeoMedia's better-funded more-established
competitors.
bb1234, Sure I did,
you just don't want to accept the answer. That's fine, I could care less about what you "think" of an anonymous text field. But I'll reitterate (perhaps this time the response will not be deleted):
1.) I am not short NEOM, nor do I know of anyone short NEOM stock.
2.) I am not employed -- in any way -- by a competitor to NEOM.
3.) I am not compensated -- in any way -- to express my opinion of NEOM on this electronic chat thread or any other method of communication.
Now to address your point on expectations; sure, all equity investments are made on the expectation of yielding a positive return on capital.
However, one method -- to be incorporated with a variety of criteria -- in assessing the chance of yielding a positive return on investment is careful consideration on the competency of the management team of the underlying company. The question Warren Buffett first asks himself when performing due diligence on a potential acquisition or stock position is - is management honest and capable? And he is correct in doing so as even the greatest technologies or finest business concepts will be doomed to failure if lead by incompetent, dishonest managers.
So my illustration was not meant as a diatribe on “how to invest” but to illuminate the historical precedent of NEOM managements poor capital allocation decisions.
Of five capital allocation decisions, all but one could be considered very poor: the iPoint investment experienced a greater than 50% write down, Intactis and Secure Source complete write offs, and Pick Ups Plus is currently down 50% from NEOM’s $0.03 cent purchase price.
The total capital allocated for these for investments was $1,835,000, of which $1,240,000, or 67%, is impaired and $1,115,000 of that figure is a permanent write off (the difference being $125K in unrealized losses on OTCBB:PUPS).
A 67% drawdown is a pretty poor track record on it’s own but when viewed in combination with NEOM’s historical pattern of always losing money, quarter after quarter and business model after business model, amounting to nearly Eighty Million Dollars, it is outright pathetic.
There is nothing about the executives at NEOM that should inspire the confidence of investors and the marketplace. Not only is their operational track record as abysmal as their “investment” track record, they also have demonstrated that they will serve their interests far in front of the interests of the company’s retail investors.
“Concepts” are the marketing material of stock jobbers, not competent managers. If NEOM’s managers thought the business they are charged with operating was worth a lick of salt, they wouldn’t be so willing to part with ownership in it. It is hard as hell to get your hands on a ownership position in a truly great up-and-coming technology business, NEOM doles out ownership positions for below market value. That says it all.
OT: Simple Questions To Success622:
Are you a NEOM shareholder? Yes/No
If the answer is yes -- did you, or someone on your behalf, purchase the shares on the open market? Yes/No
Here is the point
you are avoiding:
"During the year ended December 31, 2005, NeoMedia recognized an impairment
charge considered to be other than temporary of $530,000 to the carrying value
of its investment in iPoint-media common stock."
OTHER THAN TEMPORARY aka not temporary aka permanent. Can it be any more clear?
Great, the registration WILL be declared effective and WILL move forward (thanks, Miss Cleo). That doesn't override the FACT that the $1,000,000 original investment in iPoint has lost $530,000 of its value. Further, look at iPoint's "pertinent financial information" -- falling revenues, increasing losses, falling asset values. It doesn't look promising. But then again, you're invested in NEOM ... or are you???
Nine Months
Ended Years Ended
September 30, December 31,
2005 2004 2003
(Unaudited) -------- --------
------------
Revenues $ 44 $ 514 $ 618
Net loss (1,148) (1,397) (551)
Total Assets $ 302 $ 1,124
Stockholders' deficit (1,488) (340)
Simple answer to bb1234:
In the form of a question.
Do you follow any sports teams? Track you favorite players averages, etc.?
In the interim, and back on topic, I am curious as to your opinion on the following. (note: not the opinion of the board in general, but bb1234's personal opinion and thusly that is why I am directing the information to this specific poster so as to hopefully elicit a response from said poster to myself)
My personal opinion is that it does not cast the ability of NEOM's executives as allocators of capital in a positive light. It appears that the majority of their acquired business ventures and investments ultimately turn out to be duds (1 out of 5, with micro paint being the exception), costing the company precious capital. Since we can only work with historical information, NEOM's executives poor track record in making acquisitions in the technology space causes me concern in so far as it pertains to the chances of success for the recent purchases.
If there is one shining light, it would be Copus as he -- opposed to the other executives at NEOM -- has a proven track record of success in the target industry. From what I can tell other executives at NEOM see their role more as money managers (i.e. rolling up companies, allocating capital, etc.) than business managers.
(note the defining characteristic of libel is that of a damaging statement expressed as a statement of fact)
-------------------------------------------------------
During the year ended December 31, 2005, NeoMedia recognized an impairment
charge considered to be other than temporary of $530,000 to the carrying value
of its investment in iPoint-media common stock.
Pertinent financial information reported by iPoint-media on its Form SB-2 is
as follows:
Nine Months
Ended Years Ended
September 30, December 31,
2005 2004 2003
(Unaudited) -------- --------
------------
Revenues $ 44 $ 514 $ 618
Net loss (1,148) (1,397) (551)
Total Assets $ 302 $ 1,124
Stockholders' deficit (1,488) (340)
bb1234,
I'll cede the point to you. It is just that I have rarely seen a 100% allowance and I follow some of the crappiest POS companies/stocks out there.
Regardless, record losses, record shares outstanding; I don't blame the auditors. And it is only set to get worse.
Here is some additional stuff...
the professional touts don't want you to know.
---------------
1.)
Your investment in iPoint was a loser and NEOM management has decided to write down over 50% of the original $1,000,000 by recognizing a $530,000 impairment charge.
During the year ended December 31, 2005, NeoMedia recognized an impairment
charge considered to be other than temporary of $530,000 to the carrying value
of its investment in iPoint-media common stock.
That's $530,000 of your dollars down the drain. Check out iPoint's "pertinent financial information". NEOM management can sure pick'em! LMAO
Pertinent financial information reported by iPoint-media on its Form SB-2 is
as follows:
Nine Months
Ended Years Ended
September 30, December 31,
2005 2004 2003
(Unaudited) -------- --------
------------
Revenues $ 44 $ 514 $ 618
Net loss (1,148) (1,397) (551)
Total Assets $ 302 $ 1,124
Stockholders' deficit (1,488) (340)
bb1234, nice try, but
wrong again.
You said:
"The auditors likely asserted that, since NEOM has not been historically profitable and there remains some uncertainty that they will become profitable, the valuation allowance must be charged."
But according to SFAS No. 109:
Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be recognized.
Next,
APD____YES
cloud8, I have 38 posts..
on this thread over the past 90 days, or about one post every three days. I would hardly consider that "spend[ing] so much time here".
-----------
I thought this was an interesting admission by Neomedia in the most recently filed 10K, care to comment on it?
Because it is more likely than not that NeoMedia will not realize the benefit of its deferred tax assets, a valuation allowance has been established against them.
Do you understand the admission that the company is making in the above statement?
----------
"[K]eep in mind that you're not having any success here."
I am successful in elicting a response from you everytime I submit a post.
"I'm sure you can find better things to do with your time."
Why do you care what I do with my time or whether I post on this thread or not? Is my posting on this thread threatening to you? Would you feel better about the prospects for your, cough, investment if I were to refrain from posting on this thread?
Sure, Koko, you're right...
a 27% increase in net losses is always a encouraging sign and indicative of being "much better than it was one year ago".
The same of course can be said when the shares outstanding increase 37% over the previous fiscal period.
So I, as usual, am mistaken and you, Koko, are correct; there is nothing more beneficial to shareholder's interests than substantial increases in both net losses and shares outstanding.
But, oh, hey, license fees increased 52% to (a laughable) $523,000 !!!
Another year, another company generating more from the sale of common stock than operating a business. How hard is that to see? The company, and particularly those inside the company, benefit most from the sale of common stock and not by running a company. Come on now, Koko, it isn't that hard to recognize.
The 10K was
a disaster. In "theory" the stock should lose 75% of it's value today. Of course, realistically, given the company has no material institutional ownership and no credible analyst following, that won't happen. No, Cornell will be given plenty of time to continue to "monetize" it's Series C Convertible Preferred holdings on a measured, gradual scale. Every last tenth-of-one-cent will be meticulously squeezed from this issue.
Oh well, another oversubscribed and overtouted concept stock, another day.
See Ya,
APD____YES
For every one cent drop in the stock price...
270,000 additional shares of stock become part of the theoretical amount of certificates necessary to fulfill the conversion features of the Series C Convertible Preferred.
Also, the 75,000,000 warrants that were part of the issuance -- originally exercisable at .50, .40 and .35 -- are also adjustable (i.e. "floorless"). If/when NEOM is required to sell more stock to finance operations, which seems inevitable if not completely unavoidable, the strike price of the warrants are adjusted to match the price of the stock issuance.
In other words, if NEOM were to seek financing from Cornell as of today's close (.323), as I understand the terms of the warrants, the exercise price of all 75 million warrants would be lowered to .323.
Further, the provisions of the Series C states that NEOM must have a registration statement covering the shares declared effective by June 1st, 2006 or penalties (i.e. more dilution) begin to accrue.
Like I mentioned immediately upon the announcement of the Series C, NEOM sold the farm to obtain the capital necessary to finance the spate of acquisitions. It is going to require near flawless execution by the executives of NEOM and the acquired companies going forward to avoid a serious decline in the shareprice.
"three of the companies NEOM acquired are profitable companies."
Can you provide a link to substantiate this commment?
I was under the impression that 12snap was likely to be the only company out of the group of acquisitions to be currently turning a profit.
Correct
Patent trolling is a lucrative business.
It is amusing to read the vitriol in response to my post.
Until proven elsewise, NEOM is a patent troll. Period.
Sorry, but that is not how
patent trolls operate (ie NEOM).
No, patent trolls allow other companies to do the "heavy lifting" and then years later sue them for infringement.
Dilution
Here are my preliminary numbers for the amount of shares to be issued in conjunction with the spate of acquisitions and the Series C Convertible Preferred financing with Cornell. Please note that the Series C Convertible security -- and the underlying shares upon conversion -- will not immediately become issued stock until Cornell elects to exercise their right to convert the security into common stock. However it will require NEOM to authorize an additional 425,000,000 shares of common stock to satisfy the conversion of the Series C and attached warrants.
Additional note: In the 10Q filing for the period ending 9/30/05 NEOM cites a total of 476,410,478 shares issued and 460,253,892 outstanding.
Fully diluted, the amount of shares potentially outstanding is greater than double the amount of shares reported outstanding in the last quarterly filing.
Shares issued for acquisitions:
Mobot 16,931,493
12snap 49,294,581
Gavitec 13,660,511
Sponge 29,696,745
BSD 7,123,698
HipCricket ----?-----
_____________
116,707,028
Shares to be authorized for Series C Convertible Preferred:
350,000,000*
Shares to be issued for Warrants in conjunction with Series C:
75,000,000**
Total shares for acquisitions, Series C and related warrants:
541,707,028
0.5 20,000,000
0.4 25,000,000
0.35 30,000,000
Thanks.
The shares earmarked for the acquisitions are still not registered?
Does anyone have a line on the fully diluted amount of shares outstanding including the shares earmarked for the acquisitions and the hypothetical amount of shares controlled by Cornell under the issuance of the Preferred and warrant classes?
How much of NEOM stock used to finance the recent acquisitions is under a 144a restriction?
At Friday's closing price of $9.65, Yahoo lists PGWC's market capitalization as a whopping $708 million.
The company reported $13.3 million in sales for the quarter ending 12/31/05 and a gross profit of $156 thousand -- meaning the business has essentially zero leverage -- sales were up nearly 1000% from the previous quarter on account of an acquisition.
The company reports $2 million in cash and long term investments, $6.6 million in acct. receivables (but $9.6 million in acct. payables), and $6.5 million in inventory for the quarter ending 12/31/05.
Unless the company can begin to expand gross margins rapidly, considering the eye-popping valuation, the stock price should continue to experience selling pressure.
My quick and dirty analysis has the company overvalued by a factor of 7 to 10.
The 50 Day Exponential Moving Average
.. is rolling over. Since the large price spike in April of 2005 said EMA has generally defined the price trend.
Price has closed lower for seven consecutive days. Trapped longs should be given an opportunity to sell into a positive close soon.
>
You remember incorrectly.
And what is this obsession with short-sellers? You are aware that short-sellers are a long's best friend if the underlying company is indeed a worthwhile investment opportunity.
When I am long a slamdunk opportunity I encourage others to take the opposite side of my trade because I know that eventually they will cover, further driving the price in a direction beneficial to my finances.
Good Luck With Your Witch Hunt.
SMOOOOOOOTCHES,
APD___Y
The company stock is already
priced to perfection.
Though I'm not certain Yahoo's shares outstanding is correct (it may be higher than listed), they have the market capitalization of NEOM at $165 million. That is ridiculously high considering the company's balance sheet and near-to-intermediate term prospects for generating sales, let alone turning a profit.
Unless and until NEOM moves toward a position of generating free cash flow after operations, I expect the market capitalization to gravitate toward the $30-$50 million dollar range, which is the normal level for companies with balance sheets and business prospects similar to NEOM.
Same guy??? With a little resume tweaking?
William E. Fritz, CFA
Bill Fritz has over thirty years experience in the securities industry including portfolio management, venture capital analysis and capital acquisition. Bill was an analyst, portfolio manager, research director and chief investment officer of M & I Investment Corporation. Bill has worked with Strong Capital Management and has owned a portfolio management firm for ten years. Bill has had extensive experience analyzing and evaluating private and public companies as chairman of Cardinal Associates, LLC. Bill is a graduate of the University of Wisconsin with a degree in Finance.
http://www.cardinalgroupllc.com/bios.htm
---
William E. Fritz, age 74, is a founder of NeoMedia and has served as
Secretary and Director of NeoMedia since our inception. Mr. Fritz also served as
Treasurer of NeoMedia from its inception until May 1, 1996. Since February 1981,
Mr. Fritz has been an officer and either the sole stockholder or a majority
stockholder of G.T. Enterprises, Inc. (formerly Gen-Tech, Inc.), D.M., Inc.
(formerly Dev-Mark, Inc.) and EDSCO, three railroad freight car equipment
manufacturing companies. Mr. Fritz holds a B.S.M.E. and a Bachelor of Naval
Science degree from the University of Wisconsin. Mr. Fritz is the father of
Charles W. Fritz, NeoMedia's former Chief Executive Officer and Chairman of the
Board of Directors.
ACQUISITION OF CSI INTERNATIONAL, INC. ("CSI")
On February 6, 2004, NeoMedia acquired 100% ownership of CSI
International, Inc., of Calgary, Alberta, Canada, a private technology products
company in the micro paint repair industry. NeoMedia paid a purchase price
including an issuance of 7,000,000 shares of its common stock, and cash of
$2,500,000 in exchange for all outstanding shares of CSI. The shares were valued
at $0.10 per share, which was the market price of NeoMedia's common stock on the
Over-the-counter Bulletin Board exchange around the acquisition date. NeoMedia
also incurred direct costs of the business combination totaling $5,000, which
are included in the purchase price for purposes of allocating assets acquired
and liabilities assumed.
The acquisition was accounted for under the purchase method. The actual
purchase price was based on cash paid, the fair value of NeoMedia stock around
the date of the acquisition, and direct costs associated with the combination.
The purchase price was allocated as follows:
(Dollars in
Thousands)
------------
Value of 7 Million Shares Issued ($0.10 per share) $ 700
Cash paid 2,500
Direct costs of acquisition 5
------------
Total Fair Value of Purchase Price $ 3,205
------------
Assets Purchased:
Cash $ 115
Accounts receivable, net 67
Inventory 54
Other current assets 12
Investments 25
Property, plant & equipment 8
Excess of purchase price over net tangible assets 3,059
------------
Total Assets Purchased 3,340
------------
Less Liabilities Assumed:
Accounts payable (23)
Accrued liabilities (12)
Notes payable (100)
------------
Total Liabilities Assumed (135)
------------
The combination is being accounted for as a purchase business combination
as defined by Statement of Financial Accounting Standards No. 141, Business
Combinations. The allocation of the purchase price is preliminary and is subject
to revision as the Company continues to evaluate the allocations. The Company
has not amortized the excess of purchase price over net tangible assets since
the allocation is not yet final. With limited operation history of CSI, the
Company expects to evaluate the results of operations of CSI in the coming
months in order to accurately finalize the allocation. The Company expects to
finalize this process in the second half of 2004. If the excess of purchase
price over net tangible assets is determined to be allocated fully or partially
to intangible assets with definite lives upon final allocation, the Company will
determine the economic useful lives based on its best estimate and amortize such
assets accordingly. The Company will continue to evaluate this asset for
impairment until such time as the purchase price allocation is final.
The accompanying consolidated statement of operations presented herein
contains the results of operations for CSI for the period February 6, 2004,
through March 31, 2004.
6
<PAGE>
Pro-forma results of operations as if NeoMedia and CSI had combined as of
January 1, 2004 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2004
-------------------------------------------------------
(A)
PRO-FORMA
CSI ADJUST- PRO-FORMA
NEOMEDIA INT'L MENTS COMBINED
------------ ------- ----------- --------------
<S> <C> <C> <C> <C>
Total net sales $350 $150 ($86) (A) $414
Loss from operations ($877) ($167) $141 (A) ($903)
Net loss ($2,222) ($192) $166 (A) ($2,248)
Net loss per share-basic and
diluted ($0.01) (A) ($0.01)
Weighted average number of
Common shares - basic and
diluted 270,139,433 2,769,231 (B) 272,908,664
</TABLE>
Pro-forma Adjustments
(A) - Adjustments are to reflect operations of CSI from February 6, 2004
through March 31, 2004, which are included in NeoMedia's operations for
the three months ended March 31, 2004.
(B) - To adjust weighted average shares outstanding as if the 7,000,000
shares issued as part of the purchase price of CSI on February 6, 2004,
had been issued on January 1, 2004
Pro-forma results of operations as if NeoMedia and CSI had combined as of
January 1, 2003 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2003
------------------------------------------------------
(A)
PRO-FORMA
CSI ADJUST- PRO-FORMA
NEOMEDIA INT'L MENTS COMBINED
------------ ------ ----------- --------------
<S> <C> <C> <C>
Total net sales $874 $127 --- $1,001
Income (loss) from operations ($851) $2 --- ($849)
Net income (loss) ($903) $2 --- ($901)
Net loss per share-basic and
diluted ($0.03) ($0.02)
Weighted average number of
common shares - basic and
diluted 31,519,083 7,000,000 (C) 38,519,083
</TABLE>
Pro-forma Adjustments
(C) - To adjust weighted average shares outstanding as if the 7,000,000
shares issued as part of the purchase price of CSI on February 6, 2004,
had been issued on January 1, 2003
http://www.sec.gov/Archives/edgar/data/1022701/000114420404007346/v03559_10q.txt
I hate to burst your bubble, billy, but
your retort is complete balderdash.
---
Tell that to the common stockholders of Bank One, JP Morgan, Merrill Lynch, Duke Energy, TXU, Verizon, Walt Disney, and the hundreds of other solid companies with preferred stock outstanding.
---
Of the companies you cite, what percentage have issued CONVERTIBLE preferred stock? Of that, what percentage is FLOORLESS CONVERTIBLE preferred stock? Sorry but your understanding of the nuances corporate finance as it relates to revenue-starved, OTC-BB listed companies is sorely lacking. I've reviewed hundreds of financing deals from OTC-BB companies and NEOM's deal is no different than most of those I come across -- beneficial to the financiers, beneficial to management, the death knell for common stock holders.
---
From the 8-K: 3.2 Public Announcements. The parties will consult with each other before issuing any press releases or otherwise making any public statement with respect to this Agreement or any of the transactions contemplated hereby and no party will issue any such press release or make any such public statement without the prior written consent of the other parties, except as may be required by law or by the rules and regulations of any governmental authority or securities exchange.
---
Okay, I'll grant you this one point. I did not see that in the filing. Regardless, why add this provision at all? What is compelling the two parties to keep the deal off the financial newswires?
---
Well, duh! That's what makes preferred stock "preferred" -- the fact that it's SENIOR. While preferred stockholders will enjoy greater security in the event of liquidation, their upside is also limited. The common stockholder, on the other hand, enjoys greater upside potential, albeit with less security in the event of liquidation. Finance 101. Try again.
---
Again, Mr. Finance 101, it is a CONVERTIBLE PREFERRED security. The security is CONVERTIBLE into common stock based on the following terms:
The Conversion Price shall be equal to,
at the option of the Holders the lesser of (i) Fifty Cents ($0.50) (the "Fixed
Conversion Price") or (ii) ninety seven percent (97%) of the lowest closing bid
price of the Common Stock for the thirty (30) trading days immediately preceding
the date of conversion, as quoted Bloomberg LP (the "Floating Conversion
Price"). The Fixed Conversion Price and the Floating Conversion Price are
collectively referred to as the "Conversion Price."
The "Floating Conversion Price" is a nice way of saying DEATH SPIRAL, FLOORLESS, OR TOXIC, CONVERTIBLE.
The potential profit to Cornell is not "limited", as you believe it to be, but UNLIMITED. However, the way these DEATH SPIRAL deals are structured, it is actually in Cornell's interest to SHORT AGAINST THE BOX. Their short-selling will pressure the share price LOWER AND LOWER, providing a LOWER conversion price as dictated by the terms of the "Floating Conversion Price" and increasing Cornell's ROI.
Given this unfortunate financing arrangement (unfortunate for common stock investors, that is), it is likely that NEOM will NEVER trade above $0.50 per share for any duration of time.
---
Neither are the following companies, who sold themselves to NEOM predominantly for COMMON stock (yes, the same class that I hold) in the past two weeks:
MOBOT: $3.5M cash / $6.5M in COMMON shares
12Snap: $2.5M cash / $19.5M in COMMON shares
HipCricket: $0.5M cash / $4.0M in COMMON shares (Isn't this the company with all the McKinsey guys? I guess they're stupid, too.)
Gavitec: $1.8M cash / $5.4M in COMMON shares.
---
The financial condition of all the companies you cite, expect for MOBOT, is unknown. Therefore we can only use Mobot for evaluation purposes. According to Mobot's financial statements filed in NEOM's FORM S3/A, the company has A STOCKHOLDER'S DEFICIT of $1.3 Million. That's right, the company has more in liabilities than it does in assets.
Further, the company generated gross revenues of $143,961 for the three month period ending 9/30/2005. There are no cost-of-sales associated to this revenue, which is odd -- particularly since the amount is not discussed in management's statement of operations. It is the ONLY revenue the company has EVER generated - $143,961. However, after deducting SG&A, the company LOST $902,449 over the three month period.
What's my point? HELL YEAH THEY ARE GOING TO SELL OUT FOR $3.5 MILLION IN CASH AND $6.5 MILLION IN NEOM COMMON STOCK, With nominal revenue, no history of generating consistent sales, a negative shareholder deficit of over $1,000,000, Mobot is virtually a SHELL COMPANY. AND YOU JUST PAID $10,000,000 for that SHELL. And before you reply by crying "technology, intellectual property, etc." -- Mobot lists NINE THOUSAND AND THIRTY-ONE DOLLARS in "Intangible Assets". WOW.
Now I'm off to take my suits to the LAUNDRY, to have it CLEANED.
Good Luck,
APD___Y
-----------
Cornell just obtained the rights to about 50% of all of the outstanding stock, plus liquidation and dividend preference (Series C Convertible Preferred -- the Floorless, or Death Spiral, Convertible -- is senior to all outstanding classifications of "stock"), for $30 million dollars.
The company just showed it's hand. By selling approximately 50% of the company for $30 million, considering the current market capitalization of about $200 million, the company admits the market has overvalued its shares by a factor of about 3 1/3. A $50 million market capitalization, close to where the company valued itself, is just about right. Many of these money-losing, press release issuing, highly speculative OTC-BB companies trend right around a market capitalization of $50 million, with some variance for P&D campaigns followed by the inevitable issuance of Floorless, Toxic Convetibles and the long ride to the sub-penny level.
Well, it is all over for
neom common stock holders.
The issuance of the Series C Convertible Preferred to Cornell by the Company is the final death blow.
Welcome to the world of toxic, or death spiral, convertible securities.
Notice that the company opted not to issue a press release detailing the placement of the Series C Convertible Preferred.
A $30+ million dollar funding arrangement that entails the issuance of a security class SENIOR to all other classes; one that, of course, does not warrant a PR.
They aren't stupid, they know that 85% of the OTC-BB junkies do not read the SEC filings, and of the 15% that do, only 25% really understand what is conveyed.
Don't disparage the facts just because you don't understand them.
So you're invested in NEOM but don't care about the financial condition of the company? Good luck with that.
Cults are conditioned to never question the leadership.
Have you taken a look at the financial statements yet?
As of 9/30/05 -- according to 10Q -- NEOM reflects $15.3 million in total assets and $9.8 million in total liabilities.
September 30,
2005
---------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,673
Trade accounts receivable, net of allowance for doubtful accounts of $77 666
Inventories, net of allowance for obsolete & slow-moving inventory of $0 110
Investment in marketable securities 117
Prepaid expenses and other current assets 388
---------------
Total current assets
5,954
Property and equipment, net 165
Leasehold improvements, net 44
Capitalized patents, net 3,501
Micro paint chemical formulations and proprietary process, net 1,497
Goodwill 1,099
Other Intangible assets, net 209
Loan receivable from Mobot, Inc. 800
Investment in IPoint-media, Ltd. 1,250
Cash surrender value of life insurance policy 740
Other long-term assets 28
---------------
Total assets $ 15,287
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,587
Amounts payable under settlement agreements 77
Liabilities of discontinued business unit 676
Sales taxes payable 44
Accrued expenses 1,724
Deferred revenues and other 360
Notes payable 5,325
---------------
Total current liabilitie
9,793
---------------
WHO CARES ABOUT FORM TYPES?
What happens if/when all that stock is eligible to be sold into the market?
That is the important question. Cheerleading a merger/acquisition is one thing, but are you aware of the inflationary effects to your ownership position occurring on account of such a event? Of course you don't. What are the combined revenues of the two companies NEOM has endeavored to roll up, versus the cost to the company. And that's just basic stuff.
Shrug,
APD___Y
Heska is a pet medicine company.
I have no position in the company.
The company was profitable last quarter for the first time in close to a decade. Rev. at $19 million, +2.8 million over the recent quarter. Management promised a profitable quarter and delivered on it. The stock was facing a potential delisting by not meeting exchange requirements. Animal healthcare and products are growing as Americans spend more on their pets.