Monday, April 02, 2018 9:13:29 PM
First off, today's price action, more illegal shorting to attack the share price, which triggered a Regsho Breaker on Nasdaq.
================Where is the missing $9 millions revenue from Q4'2017?====
The 10-K confirmed the 5K units implanted in 2017 & even Boston found some gem in the 10K also confirmed sale was up, esp. in 4Q'2017. Where is the revenue though? Right here & for a strategic reason:
https://imgur.com/a/b4kgy
(Boston can you please help me to post that imgur image in the forum & the link to this post? I still can't figure it out how to put image in the post...lol..I am not that bright.. TIA!)
Imagine the tech. is transferred from 30-employee with little resource to BIG Zimmer (20K-employee) with tons of resource & relationship with hospital chains globally. How much more revenue can be pulled in for Zimmer when this goes full throttle in the future years
Look at the YOY EPS improvement folks. This is the part that the BEARs never mentioned when they spin their baloneys. Cleaning up balance sheet is an important step in M&A. esp. for the target company. Another side note, if the missing $9 mil revenue from Q4'2017 were booked in 2017, the EPS should be under $2 loss per share vs. $3.13 as of now
https://www.tullyandholland.com/UploadedFiles/Learned/M&ATransactionProcessandTiming-VGEMS-oqtjo-YwdtQ.pdf
Some useful info. about EBITDA, EPS, Balance Sheet Statement, Cash Flow, esp. THE PRO FORMA EPS:
https://corporatefinanceinstitute.com/resources/knowledge/accounting/income-statement/
https://corporatefinanceinstitute.com/resources/knowledge/accounting/balance-sheet/
https://corporatefinanceinstitute.com/resources/knowledge/accounting/cash-flow-statement%E2%80%8B/
https://corporatefinanceinstitute.com/resources/knowledge/valuation/proforma-earnings-eps/
Now you know why I keep on mentioned about Pro Forma EPS, & why they strategically pushed the $9 mils revenue to Q1'2018. So out of the gate - it should show positive EBITDA & further help Zimmer on pro-forma EPS later. In addition, the AMDA's Q2'2018 revenue will be appended to Zimmer's 2Q'2108 ER as well. This is why they want the best #s to show on DEFM14A & the best revenue #s in 2018, esp. 2Q'2018!
Basically, they put all the expenses on 2017 Balance Sheet & will collect all the revenue with less expenses in 2018 for the best looking #s in DEFM14A - for Zimmer's investors to evaluate & analyze the M&A deal. It's not for us, the little joes investors at AMDA. As soon as the M&A deal is announced, Zimmer's analysts will be looking into AMDA's #s, performance, etc. ..who is Zimmer buying this time? good deal or bad deal? market reaction on the acquirer's stock trading price!
&
Also, the previous example I posted about EBITDA, EPS, Revenue Projection, etc...you see their EBITDA went from negative to positive in future projections years:
https://www.sec.gov/Archives/edgar/data/1563699/000119312517212409/d373379ddefm14a.htm (Page 48 & 49)
& how is the revenue really recognized?
On JUNE 08, 2017...
The company has been successful in entering purchasing agreements for its products with multiple national and regional hospital groups. These purchasing agreements should lead to increased usage of the company's products at those hospitals, resulting in increased revenue
https://investors.amedica.com/press-releases/detail/99/amedica-releases-2016-preliminary-earnings-report-and
If you were hired to work at McDonald, how long does it take them to train you to flip burgers? might be weeks...
How long does it takes to really train surgeons to implant medical devices? For sure, it takes months!
So June + months = Q4'2017 might starts to implant in patients. The way they recognize revenue:
https://www.sec.gov/Archives/edgar/data/1269026/000149315218004186/form10-k.htm (Page 55)
Remember, these are multi-regional hospital chains purchasing agreement, think of similarities like Walmart, Target, Costco, etc. in consumer good big box retails. When you deliver goods to these big box retail, you don't COD (Collect On Delivery). There is something called "terms", "net 30", "net 45", "net 60", etc...Moreover, they used Zimmer big resources & 3 VPs talents to sign big multi regional hospital chains purchasing agreement for recurring revenue stream. No way that AMDA by itself can tap these big hospitals!
So back to AMDA' scenario, a few thousands units implanted in 4Q'2017, do you really think they collect the $$$ instantly from these big hospital chains?NO!!! Come on man, it's not pizza delivery man!...this is why the part "all other revenue recognition criteria have been met" play the part of terms sheet they have with these big hospitals. Sonny & Team can't control the BIG BEARs from attacking the stock & control the share price, but one thing for sure - they can control when the revenue is booked, in the light of "strategic move" for M&A that we are about to see. BIG PICTURE FOLKS!
I said on my previous post, "The dirtier I was yesterday, the cleaner I will look today." They slapped all the expenses in 2017 & then 2018 the #s will look pretty - operation black - revenue pull in., this will show on the DEFM14A for zimmer 's tutes investors to analyze the deals ...it's not for us little joe investors @ amda man. REAL Bulls, try not to look at the situation using linear perspective. Look at the situation using bird's eyes view, it's all about the PRETTY end game they are setting up...esp. for Zimmer (aka AMDA's investors BIG ATM machine!)
=================Anson & Magna Paid Off?===========
2017-12-27 = 3,022,073 shares 10-K/A for 2016 (First Page)
2018-01-17 = Anson & Magna 1st time conversion day + 3 days to deliver shares
2018-01-19 = 3,073,414 shares POS-AM (1st ones) (Page 4)
2018-02-05 = 3,073,414 shares POS-AM (2nd ones) (Page 3)
2018-02-14 = 3,073,414 shares S-1 (Right Offering) (Page 2)
2018-02-17 = Anson & Magna 2nd time conversion day + 3 days to deliver shares = Balance less than 2.2 mils
2018-03-06 = Warrants Exercised day - 600K shares + 600K (amended shares) = Total 1.2 mils = $2.4+ mils
2018-03-17 = Anson & Magna 3rd time conversion day or ALREADY PAID THEM OFF!!!
2018-03-29 = 4,276,844 shares 10-K for 2017 (First Page)
So 4,276,844 - 3,073,414 = 1,203,430 (around 1.2 mil shares) = Looks like Anson & Magna is gone!!!
& of coure, they don't have to PR to investors, but will be on the Q1'2018 Report.
All info from here:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=&dateb=&owner=exclude&count=40
====================When will they announce the M&A news?===========
No ones knows when the M&A will be announced (unless you are an insider that have access to this M&A deal), but we do have Zimmer's Q1'2018 CC on April 26th, but don't get caught off guard without shares when the surprise news might be announced sooner than you thought! Are Japan clearance are they waiting for? Or announce the M&A news, then by the time the deal is closed, Japan clearance should be in as well. THIS IS INTERESTING FOLKS, WE HAVE ONE LAST TRADE SHOW TO GO, LAST YEAR AT THIS TIME, THEY ALREADY DISPLAYED UP COMING TRADE SHOWS FOR THE REST OF THE YEAR UNTIL NOVEMBER!!!
Upcoming Events
AANS Annual Meeting
APRIL 28–MAY 2, 2018
New Orleans, LA
https://www.amedica.com/news-media/events (LAST TRADE SHOW)
& How will Hanson mask Zimmer's Q1'2018 bad ER? How will Zimmer patch the hole of around $400 mils loss in revenue if the dental divesting process went through successfully? Doesn't add up on Zimmer's end, unless there is a secret weapon that Hanson will yank out to show to his investors (which is mainly big institution holders)
&
I said the samething months ago. There must be a hole in the law system that allow that since they got some type of NDA from LOI they signed (with Zimmer).
& also,
Boston, regarding the milestones, it's tough job to guess the value of these IPR&D man.
For the "Auditing Fee", BDO was mainly audited the 2016 & 2015 (tiny adjustment made). Tanner audited 2017 & provided some restatements & even restatements on 2016. Remember Restatements? - ensure, there will be no issue w/ regulatory approval process from FTC, SEC, so the merger can be successfully closed. Also, ICW (Internal Control Weakness) disclosure, I already covered all of these subjects, it's all about quick, smooth-ride M&A. But the BEARs will use it to spin their BS anyway.
& NO ANNUAL MEETING, here I post the info. again:
82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal
https://imgur.com/a/LWf37
Closing shop due to M&A event - why need to host regular annual meeting anyway...waste of resource.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139626729
================More Distortion, More BS spinning============
Google search "Our restated certificate of incorporation and restated bylaws contain provisions that could discourage, delay or prevent a merge"
LMAO - you will see 10000000000000000000000000000 SEC filings saying the samething = standard language man...
good try though! LMAO.
& also, dilution, BK, taking private, sigh...so desperate & misleading information.
I am a "true" bulls... i don't want to see M&A, I want more dilution, & keeps complain about the management teams & i keep buying shares like up to almost 1 millions shares, even though I keep believe Sonny
& cronies want cheap shares...LMAO...sure Bob.
sure sure "true" bulls. I sold due to no 10K will be filed, follow me...i am the leader, follow me...hahahaha...amateur level mind games.
How many REAL Bulls are gullible enough & fell for their dirty tactic?
4.2 mils OS on the street to trade (5.5 - 6 mils fully diluted = BO valuation based on this total shares count), exchange hands, who will be the last ones to hold shares to cash out on this M&A deal? Who will be caught off guard w/o share? The ones that miss it, will be like I should have, would have, could have, lol....SMH.
==========================================================
I strongly believe it's so easy for Si3N4 tech will help zimmer to pull in a minimum $500 mils per year on the 5th year of penetration - which is directly dictate the BO Valuation.
The current in process divesting of Zimmer's dental division valued at $1.6 bil (around $400 mils yearly revenue) - Can you guess how much the BO Valuation (includes IPR&D, DCF, uniqueness of the tech, organic growth like implex helped Zimmer) will be, folks?
I can't wait to see the god damn details of this M&A.
&
I know OldmanIDie is so tempting to come out & laugh at a particular BEAR also.
99% M&A + 1 last % (the announcement)...Come on Hanson & Sonny, throw that M&A 8-K out man!
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