InvestorsHub Logo
Followers 14
Posts 435
Boards Moderated 0
Alias Born 08/31/2014

Re: Decatsmeow post# 7343

Tuesday, 02/14/2017 3:46:31 PM

Tuesday, February 14, 2017 3:46:31 PM

Post# of 8579
I'm hesitating to respond, decatsmeow, because the answer just isn't making any logical sense to me, but here's what I'm coming up with, which is basically agreement with your calculations that use outstanding shares in the denominator.

Let's begin with this excerpt from the 8K:
The aggregate purchase price for the Purchased Assets is $1,000,000 USD (the “Purchase Price”). The Buyer will pay the Purchase Price to the Company at the closing of the asset sale (the “Asset Sale”) by (i) cancelling all outstanding principal, accrued interest and all other obligations (collectively, the “Outstanding Debt Obligations”) payable to the Buyer by the Company on the closing date of the Asset Sale under that certain Senior Secured Credit Facility Agreement entered into by the Buyer and the Company on December 23, 2016 (the “Loan Agreement”), which amount currently totals approximately $543,110, and (ii) to the extent the Purchase Price exceeds the Outstanding Debt Obligations, paying an amount in cash equal to the difference between the Purchase Price and the Outstanding Debt Obligations.

So if the purchase price is $1,000,000 spread over the roughly 90 million outstanding shares, that's about 1.1 cents per share. If the outstanding debt obligations are a little more than half of that $1,000,000, then the shareholders would be left with about .5 cents per share.

...and those, Sir, are precisely your numbers. Beyond that, I'm not sure what your "RS" means. Perhaps it had to do with shares set aside, something like 60 million, for further conversions of Fife/TCA debt, which I don't believe happened due to PLY entering the picture and paying off that debt via their loan to VHUB.

Yet, none of this makes any effing sense to me. Why would VHUB's main shareholders in their role as executives of the company accept one-quarter of market value (half of a cent versus two cents)? Perhaps this has to do with the company not pushing product out the door in the second fiscal quarter - remember that we were all celebrating million dollar sales months last June and July, and sales for October through December clocked in at $250,000 per month per the 8K. Yet sales for the six months period of this fiscal year were the same as sales for the same period of the prior fiscal year.

The proxy material will make for interesting reading, as somebody in the Winther family will need to explain why they want to enter into this transaction. ...almost forgot, if there is any money to be made in the Magnavape suit, that isn't part of the purchases agreement, so there could be a "net-add" there for VHUB shareholders.

Somebody suggested this morning that the company will evolve from the manufacturing business to just the distribution side, but the 8K is clear that the company will go out of business once the "post-closing" activities of winding down have been completed.

Again, I think we all must be missing something here. I just don't think that the VHUB executives will get such a lucrative package as executives of PLY that they'll gladly basically write off the value of their VHUB shares (for reasons of the potential of the SEC coming down on them for violating fiduciary responsibilities, for reasons of their own ethics, and for consideration of potential shareholder-derivative lawsuits).

Maybe somebody on this board is a better reader/analyst than we've all been today and can make sense of the transaction.