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The plan states that shares are available to the recipient to 'purcahse'...same day or long-term one year after the award.
Award is not the same as received...I have been there and done that....some shares once awarded need not be exercised for a period as long as ten years...NQSO plan.
I agree.
I disagree, but what do I know from reading the incentive comp plan.
I must respectfully disagree with your comments / conclusion, when is the last time you read the incentive compensation plan filed with that S-8? Don't bother to answer, it's rhetorical.
That plan clearly states that shares issued subsequent t o that plan will be issued as restricted.
TJG--
I agree with what you say / conclude and agree with your decision to stay on the sidelines with all the peeing and moaning that is going on lately. That’s where I have decided to remain for now.
However, I just feel it is necessary to expand on the issue of the S-'s for those who haven't followed the issue closely AND for those that have not read the original 'executive compensation' / stock option / pay for performance plan thoroughly.
A good read and for anyone familiar with the subject, they will soon see that it is well-written and as good as any to be found in the Dow companies.....it has all the bells and whistles typical of such plans…and, I have told TS it was a job well-done.
Shares are used to pay folks in addition to regular compensation. The shares are issued as restricted...typically for a year, etc., etc. So, if and when the shares are issued to someone in the company, the individual must sit on them for a period of time....1 year...before selling if the price / value has gone up. Or, they have the option to buy and hold the shares with their own funds.
Either way, whether the price is up or down when the person decides to use their own money to invest in the shares, they are using their own funds.
Use of such shares is 'pay for performance' and the plan was originally required as part of the Hackett's closing. I believe the first S-8 and filing of the plan was to meet that obligation and be compliant with the closing contract...nothing more, nothing less.
Options are not grants, but I don't recall reading anything about grants in the original filing...just options with their typical restrictions, rules, etc.
What is not clear to me is whether the shares designated in the S-8 are then shown in the O/S share count or, like the controversial 800 million shares…they are just ‘earmarked’ for future use in the A/S count and can’t be used for other purposes. My inclination is that they are an ‘earmark’ in the A/S count and don’t actually show up in the O/S count until they are issued.
And, lest anyone forget the original filing, there were no individuals shown as recipients for the shares…they were just ‘designated’ for future use. I will leave it up to someone else to verify; however, my belief is that any ‘executive’ who receives a large number of common shares will also appear in an SEC filing at some point.
As for the reverse split 1:5, I also believe that you are on target. I believe that what we saw was the 'easiest' way for TS to control the issue of having the 800 million shares set aside in the event CD-holders / YA wanted them. Again, a contractual obligation that he had to meet and this was, in his opinion, the best way to do it for common share holders.
That’s what he told me, that’s what I choose to believe. As you and others point out, other known penny stock scams / scammers would have used a much larger ration, would have had a lot more to say about the event before and after the event to ‘pump it up’, would have been doing a whole lot more ‘chatting’ through PR’s to excite the unsuspecting, etc.
We have seen none of that here. I do not like nor do I agree with the apparent CEO in hiding approach that we have seen for months and months. However, we know that other proven scammers use ‘chatter’ to their advantage and we have not seen it here.
Agree or disagree, that is anyone's personal choice, but I believe that you and I and some others here are on the same page.
I don't recall the terms of the CD you refer to; however, that was not a YA CD agreement and the terms for the subsequent YA CD's were much better than anything that was on the books before...as best I recall.
As for what's left...take out your paper and pencil...the last SEC filing had all the details.
The 'inherited' CD's are different from the CD's that TS obtained in the process of consolidating the then currently due debt associated with the Hackett's properties, etc.
Consolidating that debt took it off the Hackett's books and reduced the immediate need for cash in that arena (i.e., paying off mortgages) and allowed that cash to be used for other purposes.
While the transaction resulted in "cd's", they are nothing like the sub-penny CD that came 'imbedded' in the GSCR shell.
If you believe Tom's story....and I do and always have....he was supposed to get / thought he was getting the shell with a specific amount of debt and cash...the combination of which would have resulted in getting a shell with several hundred thousand dollars in it after the debt was paid off...a rare find....as I understand it...when it comes to purchasing shells.
Instead, the legacy sub-penny debt came into play and we all know the rest of the story...for those that do not believe / do not wish to believe, then that is their choice and they can do as they wish, thanks.
Sorry, I have to disagree with your conclusions...but that's your perogative..the fat lady hasn't sung and the last laugh hasn't been heard....
Readers of this board..new and old...should remember that addition of assets to the once acquired 'empty shell' are, in fact, happening.
Go back and follow the history of SWVC....that which has been 'promised' as part of the business plan...addition of Hackett's, store conversions, addition of new locations, addition of a 'hospitality company', etc., etc. are occurring as outlined. Perhaps not at a speed the shareholders would like...no instant get-rich quick schemes here.
None the less, the asset base of the company are increasing with time.
Sounds like a good plan to me, keep it up.
It doesn't make any difference, as far as I am concerned, as to what the AS might be. Take it to a trillion. The important number is the O/S count and what it is being used for. If you don't have confidence that the company leadership will use the shares wisely, then it's time to get out or never get in in the first place. Go somewhere where you have more confidence in your investment.
And, lest anyone miss the point, look at the dates the CD are due and do some homework to figure out when they can be converted and with higher PPS what number of shares they are likely to bring at the time.
I would have to disagree...IMO there are still a lot of us taking the opportunity to add whenever and whatever we can. At these prices, whatever is added tends to decrease the average PPS of one's holdings...unless you have been letting we loyal longs do all the heavy lifting for you.
Need an example, look at the close today...where do you think the trades for 250K and 500K came from...some folks just hopping on-board for the first time...I don't thinl so.
Don't ask me about the AH trade, I don't have an answer for that one, but it was someone with a few bucks and a belief in the company's plan / future.
If you don't know what 'your part' of an emerging / growing company might be, then my 30 years of experience won't be able to teach you.
I love all my shares...more some than others, of course, but when I add them all up together, the average looks great. Especially if we can keep the RS from happening.
Long term gains will be much easier to realize at this level than if we have to contend with a 1:5 reverse split which is the same as saying one's average PPS just went up by a factor of 5.
Once everyone realizes the 5x factor is applied to their average cost per share number, then perhaps they will understand that it is important for them to support the ASK as much as possible before 8/25.
Keep it simple, the future is in the hands of retail...the VC's and MM's have taken us down, but we now have the opportunity to take it back up and undo their actions.
Remember all, the business plan is the same today as it was last week as it was for the past year...do your part to bring us back to where we should be before 8/25 and everyone will be the better for it.
Just my opinion, of course.
If all y'all join the rest of us and start hitting the ASK to move it up, it can happen.
Don't buy into doom and gloom...imo, of course.
Sounds like life for you is a matter of always being right...that's your choice as is the right to have your opinion.
I'd rather spend my time being helpful....I don't take much value in keeping score.
The R/S may or may not occur and I have my opinions and crunched my numbers on that issue...those who know me know what those numbers are and show...that's good enough for me. My bets are placed.
And, yes, I would have to dispute your blanket statement that ‘if dilution continues it is a big deal in a bad way for common shareholders’.
Again, those that know me know that I believe that what you call 'dilution'...the addition of shares to the O/S count...is not a bad thing if used to acquire assets, reduce other debt in a good way, etc.
Those that know me also know my opinion about the manner in which TS has been acquiring assets and his use of preferred shares to 'pay' for them...I like that method. It adds value to the portfolio, doesn't increase the common share count, makes the seller / preferred shareholder more involved in the future success of the company, uses little if any cash, indicates that seller’s and their financial advisors have faith in the game plan that they have been presented in return for their assets, etc., etc.
Lest anyone who thinks the preferred shares would be immediately converted to common shares and then sold into the market to any large degree...we all have bills to pay and we all have to eat....converting preferred shares to commons and selling would be tantamount to ‘mutiny’ in my bock and highly unlikely. I don't think it should be considered a real threat for purposes of evaluating future potential for what you call dilution.
Yes, it must be accounted for in the filings, that's what the rules require and accountants do, but imo, it's not a factor.
Just look at a company like F, they have a gazillion number of preferreds, each share of certain preferreds always increase in value in proportion to the number of common shares O/S so that the family will always retain control...sound familiar?
Through all the tough times that F has had, you don't see anyone rushing to the exits to convert or sell...do you?
Anyway, you are correct about people who purchase at the end of a dilutive time frame winning...that's because they bought at a lower number and, thus, have a better chance of seeing the PPS go up...they could also see it drop further if the business fundamentals aren't there.
The business must always be there to support the future of the company...long-term, if there is no business, there is no future. For me, I don’t look at the percentage ownership I have in a company, but let's face it, my thousands of shares of F preferred mean absolutely nothing in the total scheme of things compared to the whole. The number of shares that anyone owns in a company usually means nothing to the masses. What I am really interested in is the potential for the company to be successful and, thus, see my share price go up.
I have enough shares such that at one time I would have had to file with the SEC, today I don't have the percentage that requires me to file, but I have even more shares than the past and an opportunity to make even more than the past would have produced.
Am I upset that 10% has become 3%...not really, what difference does it make. What I am interested in is will the price for each share go up? Do you get it, with all that we have gone through, my investment in the past would have generated hundreds of dollars with every tick up or down, now with all the dilution that has occurred…all that dilution that you see as such a bad thing…every tick up or down is thousands of dollars for me…and, I don’t think I am alone.
I still think it will get better, I continue to add shares, the past few days have been profitable to many...but, only if they sell...that is, give up the opportunity to see it go up even more.
Am I having a good day...yes, and thanks for asking. Remember it takes less effort to smile and feel good than it does to frown and feel bad...perhaps a change in your screen name from ‘Doctor No’ to ‘Doctor Yes’ would be more helpful to you than trying to guess every up and down tick in SWVC. Sit back, relax and enjoy life for a change...
Double up at today's prices and see your break even point drop to barely a penny.
I haven't, glty as well
I still have to disagree with you point of view and conclusion, but you are entitled to it, even if I think it is wrong.
You can gamble the way you are thinking and lose the opportunity see the RS occur, perhaps a slight fall back and then watch it run.
You make too many / all of your assumptions on the negative possibilities. Others who see what TS is doing with the company look at the other side of the ledger.
In the end, I think there is good news ahead, the RS will have little long-term effect except to keep the company legal / out of default. Sure, CD's will have to be paid off, but I believe the majority of AS increase will be available to expand the business. I sure do hope that TS continues to acquire with the use of new preferreds, however, as he has done in the past.
I am not arguing, you have your opinion...I just thought it fair to also show what the 'retail' prospects are for Hackett's / SWVC in light of the doom and gloom that CB was reporting on...that's all...just that simple.
You forgot to mention that Hackett's / SWVC has recently completed the first of 5 conversions, have approval to open another in Sacketts Harbor, have two more on the drawing boards and are in negotiations to acquire another retailer in the area to augment its current business model...with such potential acquisition having $15mm in revenue and $500k income pre-tax.
Both sides of the issue...keeping it simple, of course.
If you think that CS will spend his time...or TS would let CS spend his time...all day long looking at the tick by tick movements on a 5% move...you've got to be kidding.
I am serious, you are not...your quote is not attributable to me.
For the sake of the conversation, if CS converted $5mm of preferreds to $5m of commons and the stock moved down 50%, then wouldn't he also be down 50% AND, the big AND, he would no longer have an asset backed by his original hard assets...the ones he brought into SWVC atthe time of the acquisition of NCH.
Personally, I don'tt hink he...or any advisors he has...would be that silly / dumb to make such a move.
If you are the expert with the 'good eye', you tell us how it feels...been there done that????
Sorry for your woes...how about trying to take responsibility for your own decisions. I don't see that anyone has taken my money away...let alone TS...no one takes my money away unless I give it to them...same applies for you.
I don't believe I spin anything...there is no need to spin, unless you want to make yourself feel better or you want someone else to play into your plan. I don't, I have made my choices, I have my position, I am adding to it now and again, I have the patience and the tolerance to see this through to better times.
If the 5% is correct, then whay do I have other holdings where Form 4's are filed for 1 - 100 shares..and, I know those folks don't own more than 4.99% of a company like TEX.
Check it out for yourself, but I don't recall that family is on the BOD.
If I thought it was a bad deal...I'd have been out a long time ago.
So, stop the rant...anyone else would think you are calling them stupid.
Agree, we know he has placed NCH / $5.5 million or so inside the company and until it grows he has the IOU and the 50/125k plan to look forward to.
The S-8 was issued in conjunction with the publication of the 'pay for performance plan' that was required as part of the Hackett's deal. It showed no shares issued to anyone. And, shares issued to certain 'insiders' would, of course, trigger specific SEC filings too.
The pay for performance plan was written as good as any I have seen in Dow 30 companies and if you take the time to read it you'll see that any shares issued as part of the pay for performance plan are restricted for one year before they can be sold.
Those plans issue a number of shares at a certain price and are of value to the recipient if and when the price of the stock goes up, they are not necessarily stock grants which is something all together differrent...but, even stock grants typically carry a restriction time period.
Check it out, TS has done the underlying work for SWVC as professional and as detailed as one would expect from a big board stock...imo, of course.
If management doesn't hold any common shares, then they must not have received them...CS will defintiely have to file whenever he sells one or more shares of common.
I believe TS when he says that MM's have taken this to the floor...and, I believe he is working to correct that...may take longer than we would like, but business is business and not everything happens according to schedule...especially the schedule of those on the outside.
Sounds just like all of the pre-exisitng tax losses that were a part of the GSCR shell last year...they haven't been used for anything...yet.
yep, peanuts is peanuts, too.