Spongetech Delivery Systems, Inc. (fka SPNGQ)

[macklacrosse]

Hopefully this will answer some questions posed, and we can move on to discussing something of substance and/or helping potential investors looking for a place to start their OWN DD instead of listening to bash crap
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Business Contact Information

Spongetech Delivery Systems, Inc.

Business Address
43 WEST 33 RD STREET
SUITE 600
NEW YORK NY 10001
[phone]

Investor Relations: Bill Young
1-877-776-6438
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Fundamentals

Quite honestly, I myself have not found a more fundamentally sound company. Anywhere. The fact that Spongetech is a developing company speaks volumes about how well run this company is. This info is from SC as of today.

A few figures:

Profitability
Gross Profit Margin (TTM): 56.6%
Net Margin (TTM): 17%

Management Effectiveness

Return on Assets (TTM): 49.2%
Return on Equity (TTM): 53.9% (over 20% is considered outstanding)
Return on Investments (TTM): 53.9%

Income Statement

Revenue (MRQ)13.2M
EBITDA (MRQ)2.3M
Earnings before taxes (MRQ)2.3M
Net Income (MRQ)1.5M
Normalized earnings before taxes (MRQ)2.3M
Normalized Net Income (MRQ)1.5M

Company sales have grown at over 3000% over the last three years and this company essentially just started putting their current products in American retailers over the past couple months. (Reuters as of June 11, 2009)



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Corporate Officers
Source: Forbes

CEO: Michael Metter

Biography:

President, Chief Executive Officer and a Director since May 2001. Mr. Metter has served as President of RM Enterprises International, Inc., our majority stockholder, since April, 2001, and as its Chief Executive Officer since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 2003. Since June 2002, Mr. Metter has served as President and Chief Executive Officer of BusinessTalkRadio.net, a syndicated radio network based in Stamford, Connecticut. Since June 2003, he has been chairman of the board of Tiburon Capital Group and since January 1994 has been Secretary/Treasurer of DL Investments, Inc., both of which are privately held holding investment corporations. He was compliance director of Security Capital Trading, Inc., a securities broker-dealer, from October 1998 to February 2001. Mr. Metter was also a principal at Madison Capital from September 1997 to October 1998 and from November 1993 to September 1997 he was President of First Cambridge Securities Corp., a broker-dealer in New York City. On April 19, 2001, Mr. Metter filed a petition in personal bankruptcy in the District of Connecticut, Bridgeport Division, and was discharged on December 14, 2001. Mr. Metter received his MBA in Finance in 1975 and his B.A. in Marketing and Accounting in 1973 from Adelphi University.








Below is an article about how successful Mr. Metter other business venture (turning a small radio station into a nationwide success) has been-it also provides a lot of insight into some of his background and other successes:

http://www.redorbit.com/news/technology/166391/greenwich_conn_radio_station_expands_as_owner_plans_for_future/



CFO: Steven Moskowitz

Biography:
Secretary, Chief Financial Officer, and a Director of Spongetech since June 1999. In February 2006, Mr. Moskowitz was appointed to serve as our Chief Financial Officer. Mr. Moskowitz has served as a director of RM Enterprises International, Inc. since April 2001, and as its Secretary since March 2, 2004. He has been a director of Western Power and Equipment Corp. (OTCBB) since February 11, 2003. Since June 2003, he has been director of Tiburon Capital Group, a privately held holding corporation, and since May 2000, he has served as Vice President of ERC Corp., a privately-held marketing consultant. He serves as President, Chief Executive Officer, and as a Director of International Brand Group Management, Inc., a publicly traded company. He has served as President, Chief Executive Officer, and as a Director since December 2007 for and MAP VI Acquisition, Inc., a public reporting company Mr. Moskowitz also serves as Chief Executive Officer, President and as Director of Vanity Events Holdings, Inc., a publicly traded entity. He served as Vice President, Marketing and Business Development for H. W. Carter & Sons, a distributor of children's clothing, from 1987 to 2002. He was President of the H. W. Carter & Sons division of Evolutions, Inc. from 1996 to 1997. Mr. Moskowitz served in various capacities at Smart Style Industries, a manufacturer and distributor of children's apparel, from 1986 to 1987 from sales assistant to Vice President Sales and Marketing. Mr. Moskowitz also serves as a Director of National Stem Cell, Inc. (NHGI.PK) since January 2007. He received his B.S. in Management from Touro College in 1986.


Frank Lazauskas

48 Years Old Frank Lazauskas has been a Director since July 2001. Mr. Lazauskas is the founder and President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., formed in 1999 and 1997, respectively, which own and operate eight Dominos Pizza Stores. He was elected a director of RM Enterprises International, Inc., our majority stockholder, in March 2004. He has served as a director in MAP V since December 2007. He received his B.A. in Mathematics from Central Connecticut State University in 1983.

While their resumes are good and they have a great deal of combined knowledge pertaining to the business world on paper, it is the way they have operated and overcome problems that leads me to believe this team is extremely intelligent and qualified.

There are a few points relative to this I considered:

1. Breaking into the American market for cleaning supplies is a monumental task. They recognized this and overcame it by beginning business and penetrating the product into the markets of less established countries where pre-existing products manufactured by long-time companies have not been pounded into peoples heads (to the extent they have in America, ect). This is brilliant for a number of reasons:

-They got to test the product in markets without having to deal with the high cost of doing business with American retailers. Further, the American consumer is very set in their ways and are very loyal to brands they know and it takes a great amount of capital to penetrate the American marketplace. This also allowed them to raise much of the capital needed to begin penetrating the American marketplace. Without this money derived from international sales, it would be extremely hard to finance any advertising campaign necessary for market penetration in America.

-They got to test and improve upon the product before focusing on America. America is a nation of consumers and there is no limit to the amount of things to buy. Further, companies selling a product in America face an immense amount of competition. In order to be successful, they had to make sure any products were the best they can be before breaking into the American marketplace or else the American consumer would quickly reject them and the company would never gain traction. Based on other’s testimonials and my own use of the products, I can tell the product has been thoroughly tested and improved upon as both worked very well.

Here are a few other related points:

- Due to the economic climate, it is nearly impossible to get financing, however they overcame this essentially by using money out of their own pockets to fuel growth. All three officers of Spongetech are also officers/owners of RM Enterprises. From time to time Spongetech traded RM Enterprises differing amounts of shares in return for cash-cash used to grow Spongetech- Spongetech then had the ability to buy back the shares at a steeply discounted set price regardless of market value resulting in essentially free money as opposed to paying back a bank loan in full plus any interest. Highly cost effective and tax efficient way to fund Spongetech. Furthermore, once bought back by Spongetech at a deep discount, these shares were retired resulting in a much lower level of outstanding shares.
Further food for thought: the company recently received a promise letter for 5.5 million dollars in credit should they need it. As stated above, credit is hard to come by these days, and in these trying times, it speaks volumes that a bank would give out such a large amount. Banks aren’t taking risks these days, and credit would not have been extended to Spongetech by any financial institution without performing diligent risk analysis.

- Management has kept costs down in a number of ways (though unconventional, are quite ingenious). In 2004, Steven Moskowitz and Frank Luzauskas formed and started running a company called Vanity holdings, which “is in the business of licensing and promotions though its group of touring swimsuit models…Vanity mainly specializes in marketing at car shows.” (Vanity- SEC FORM 10-K/A for FY 2008) I am sure many have seen the Spongetech commercials in which a number of bikini models bring a lot of attention to the product*

Essentially the corporate officers are using a number of satellite companies started by themselves to cut down on a ton of costs as they are essentially paying themselves for services they would otherwise have to pay for, in the particular case above- advertising-this not only getting the word out about the product, but also saving Spongetech a ton of money in the process. Even better, Spongetech can then write off these “expenses” adding to their bottom line. Its really very smart on their part.

*On the topic of bikini models, the CEO Michael Metter also stated that Spongetech is coming out with a line of sunscreen infused “sponges/delivery systems” soon…I’m sure my point is clear ;)




Notes from Wadi’s Overview of the Nobel Conference


1. They sell high-tech sponges. Until fairly recently, they have mostly been selling the auto sponge, but they have a pet sponge and a Spongebob kid bath sponge. They have also just yesterday begun shipping their anti-microbial sponge targeting the cleaning needs associated with swine flu. They are developing kitchen/bath cleaning sponges and have confirmed that they have done focus group work with Reckitt Benckiser (Lysol) regarding a Lysol/Spongetech branded product – and at the June 8 Noble investor conference (Noble) they indicated that they are in late stage negotiations with the “biggest” name in this business (and Lysol is the #1 surface disinfectant). They have also mentioned a sunscreen sponge and some pharmaceutical applications. They have also signed deals for the kid sponges with Viacom to do Dora and Go Diego, as well as with MGM (Pink Panther, which is going to be polished up and re-released). There are rumors of other kid character sponges.

As Mr. Metter states in the conference video, any potential investors should perceive this technology not as a “sponge”, but rather, a delivery vehicle for cleaning solvents, ect. According to Metter, up to 32oz of any water based solution that can be put into a bottle can be utilized in the companies “delivery system” (aka sponge). The number of applications for this technology are limited only imagination. Further, this delivery system is:

- Cost effective- not only to produce, but to ship as well. Rather than heavy bottles which take up space, the sponge is lightweight, will not spill if dropped or damaged (resulting in loss of product and therefore $). Further, the profit margins on these products is enormous (relatively). If you do a little math, you will see the cost and then some on many of Spongetech’s products bought on their website is covered with just the shipping and handling.

- Convenient- it was extremely well received by women in test phases (extremely important as it leads to customer loyalty) and customer reviews of the car wash kit and pet sponge are very impressive to say the least (I encourage everybody to look at reviews online). I myself bought the car wash kit and pet sponge and both worked great in my opinion. I can’t imagine a more convenient product than a sponge with everything you need to clean built in- it goes together like peanut butter and jelly. SEE ALSO: review links at bottom of page…

- Patented and protected every step of the way- One can’t stress the importance of this. The company has exclusive rights to this technology until at least the year 2018. NOBODY ELSE CAN UTILIZE THIS DELIVERY SYSTEM. Further, Mr. Metter stated the factories that make it only know how to complete particular parts of the process. By delegating the work between several different manufacturers, Spongetech has protected the process. Manufacturers have also sign non-disclosure agreements so nothing is shared/compromised. Protecting both Intellectual and tangible property is extremely important to the success of the company and the corporate officers have done a great job in keeping both safe and secure.

2. They have had huge success penetrating domestic mass retail (Costco, CVS, Walgreens, Jewel/Osco, Duane Reade, ACE, Krogers, Price Chopper, etc). They are advertised on Howard Stern and a ton of sports venues. The pet sponge is in Petco and Petsmart. The auto sponge also sells overseas, including Walmart South America. And at Noble we saw Walmart listed for the first time as a retail. In the past, Metter (CEO) has given as a target trying to get SPNG into 100,000 retail “doors”. At Noble he stated it as a fact that by the end of this summer they would achieve that goal! (Just imagine if they could net $0.50 per day per retail store. That would be $18mm in earnings per year... This is just an interesting back of the envelope calculation. See the more detailed discussion below.)

3. They are growing at a very rapid pace. Revs for all of fiscal 2008 (which ended May 31, 08) were 5.6mm. They just announced prelimary numbers for fiscal 2009 that were nearly 10 times higher (“over $50mm”). Recent recent orders plus the Spongebob sponge’s potential suggests we are on a pace to do over $200mm in fiscal 2010 (which started June 1).

4.a. Net margins have declined from 20 percent to 11 percent in the most recent quarterly filing (Q3 09, ended 28 Feb). A big chunk of the decline is that they now pay taxes. Also, they appear to have experienced some natural margin compression in the process of accessing mass retail. On the other hand, advertising as a percentage of revenue is going down (basically, ad spending, while large, is not rising as fast as revenues).

4.b. Earnings growth has been solid. Based on the preliminary numbers (and allowing for taxes at the same rate paid in Q3 09), the Q4 net (after-tax) income was $2.51mm. This is $0.00348 per share (using the 4/16 OS of 722mm) – or annualizing (mult by 4) gives about 1.4 cents of EPS (or more if OS comes down and earnings grow).

Here’s the quarter by quarter net after-tax income. In looking at this, note that the dip down in Q3 09 is because they started having to pay taxes. The pre-tax numbers grow more evenly:

Q2 08 $8,668
Q3 08 $188,482
Q4 08 $1,055,973
Q1 09 $1,076,053
Q2 09 $2,320,985
Q3 09 $1,513,422
Q4 09 $2,508,351

5. They are doing a great job collecting their receivables. For me, the key is to compare A/R to quarterly revenues. This has been relatively stable. This is important -- they had 14mm of A/R on the books. If they weren't collect it, that would obviously be a huge red flag. Well, the ratio (A/R)/Rev in the past several quarters was: 0.78, 0.91, 0.64, 0.88, 1.06.

6. When looking at the balance sheet, take care to understand the advertising pre-pays and pre-paid production. They have to put cash out the door to get advertising and to get sponges to sell. For some reason, this has mystified some posters. Yes, it is a drain on cash, but it lowers cash outlays in the future. Not rocket science, but perhaps easy to miss.

7. All of this growth requires capital. Where do they get financing? They get it by selling shares to RME, a company controlled by management. These guys have a lot of money (Carter's clothes is a family biz). So, no need for the classic toxic financing. They have issued a ton of shares to RME since Jan 08, but here's the kicker: RME HAS GIVEN SPNG THE OPTION TO BUY BACK A LARGE CHUNK OF THE SHARES AT THE ISSUE PRICE AT ANY TIME UNTIL SPRING OF 2010. DO YOURSELF A FAVOR AND MODEL THIS TWO WAYS -- once with the full number of shares (722mm as of 4/16) and again with the 480mm RME shares treated like a loan. Indeed, most of the RME shares are DOUBLY RESTRICTED. They are unregistered and they are covered by the option grants (so that selling would put them in the position of having issued uncovered calls). The RME options are in 2 parts. The first is in the July 2008 8K. The second (for the more recently-issued shares) has been discussed in a PR, but we have not seen this in an SEC filing.

8. Can we expect further share reductions? Well, back when I first got involved with SPNG, they were saying they wanted to eventually get the O/S down to 100mm. Now I think they are targeting a number maybe twice that. But perhaps more important if you are making an investment is what they have stated in their SEC-filed docs. In Q3 09, they said that they had an additional 133mm RM shares that they would retire (bringing OS down from 722mm to 589mm. Plus, they have at least 55mm (and I would guess closer to 100mm now) share to retire from the buyback from the float. Thus, I think a reasonable near term target would be somewhere around 500mm. IF they can get rid of most or all of the RM shares and get OS down to 250mm or lower, then that would be unreal.

9. If all 2B authorized shares are out there and not being bought back, then we would have revs of 200M in 2010, earnings of 20M, and EPS of 1 penny per share. At 722, we are at about 3 cents EPS. IF the RME shares disappear and/or they buy back more to get to management's target of 200mm, then EPS would be 10 cents. If they attain this lower OS, then we would be looking at fundamentals that support a price over 50 cents on a very conservative P/E of 5 (or a share price of $1 on a P/E of 10). So, there is considerable value here, even if we never see a squeeze...



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To clear a few other things up:

Regarding the Gagged Transfer Agent (TA)

Companies such as Berkshire Hathaway, Hansons Natural foods and many others have done so and/or applied to do so for one reason or another, however before any TA is gagged the SEC has to approve this order because gagging the TA without the SEC's consent would be in violation of the Freedom of Information Act. It is not solely up to the company and Spongetech couldn't just tell the TA they are not allowed to say anything about the share structure Further, the SEC clearly states that in order for a TA to be gagged, a company must file Form "CT order" (which Spongetech did in 2008) and furthermore, the SEC will not allow the gag order unless the company clearly demonstrates that the gag order is "in the best interest of the public/shareholders" (taken directly from the SEC website).

In order to place a gag order on the TA, Spongetech had to spell out to the SEC (under the pains and penalties of perjury) that a non-disclosure of the O/S was in the best interest of the public/shareholders. There is no way it was done with any mal-intent on the part of the corporate officers. If that is the case, these officers would be blatantly lying straight to the SEC...MM and SM (both wall street/business world veterans)would never do this. Also, Form CT Order was prepared and signed by Spongetech's legal counsel, who are ethically bound to disclose to the SEC the true reasons for gagging the TA. No neutral-party attorney working as an independent contractor making six, if not seven figures a year would dare risk being disbarred and/or face criminal and civil repercussions. These attorney's have no loyalties to the company and certainly would not lie to the SEC for them and risk their freedom/livelihood.

Bottom line, the SEC would not allow the company to place a gag order on the TA unless it was in the best interest of the public/shareholders. It is very likely that there is in fact NSS going on and this gag order was put in place to keep the hedge funds/market movers/manipulators in the dark about the share structure. IT DOES NOT DICTATE THAT THERE IS ANY DILUTION AS MANY POSTERS WOULD LIKE OTHERS TO BELIEVE.
Concerning NSS, nobody can say for sure right now however here are a few points to consider:
- all but approximately 290 million shares can be accounted for in SEC filings and insider ownership. The average daily volume is about half of that number. I find it hard to believe this can occur with over 6,900 shareholders of record, many of which hold over a million shares easily.
- Naked Short sellers target companies that are likely to raise capital by issuing shares in the near future, just like Spongetech had been doing last year.
-The company has increased its allowed shares twice since announcing the news that the company is seeking listing on NASDAQ. Many companies will do this BECAUSE OF A NSS PRESENCE. This is to ensure there are enough shares to go around when it comes time to move up and the company must account for all shares outstanding. IMO, the company is diligently looking out for the well being all shareholders and making sure all certificates can be delivered when it comes time to move up to the big board.



Regarding any alleged SEC Investigation

First of all, anybody who says there is an ongoing investigation is straight up lying. THE SEC WILL NEVER DISCLOSE THAT INFORMATION TO ANYBODY while any investigation into any company is ongoing. If anybody says that it is a lie. In certain cases, Investigation results may be disclosed to the public after one is officially closed, but verifying that a past investigation has occurred can be done by going to www.sec.gov and looking it up. Investors should never act without checking the SEC website for themselves. But I will add that as of today, 6/15/2009 THERE IS NOTHING. I have spent a ton of time researching the backgrounds of all corporate officers and none have any history of criminal behavior or been implicated in anything of this nature. Both MM and SM have been very successful running a number of legitimate business operations. They would not risk their reputation in the business community or freedom.


Regarding this being a P&D

This is just flat out dumb. Pump and Dump operations do not make deals with Major League Baseball, CVS, MGM, Viacom, WalMart, Costco, ect. Pump and Dump operations do not sign ten year leases for office space like Spongetech has had to do because they are growing exponentially. They do not go up in front of big wall street investment firms and lie. Pump and Dumps do not sponsor huge fishing tournaments, golf tournaments and they certainly do not go to Yankee Stadium, ect to give out free samples of their product. Pump and Dump operations do not have nationwide commercials running all the time, they do not give to charity groups nor do they make promotional deals with NHL athletes or Daryl Strawberry. My point is clear…this is a real company, with many real products in nearly 100,000 real big-name retailers. Most importantly, this is a company which is making a ton of REAL MONEY and has only begun to release products in American Retailers.

Here are a few links to customer reviews of Spongetech’s products

Amazon.com (has a five star rating)

http://www.amazon.com/SpongeTech-Wash-System-Pack-Combo/product-reviews/B001O845OE

Ace Hardware (has a five star rating)


http://www.acehardware.com/pwr/product-reviews/Ace-Tree/Auto/Car-Cleaning-Supplies/Car-Cleaning-Tools/Squeegee-Sponges/SPONGETECH/p/3512422-Spongetech-reg-Car-Wash-Combo-504103.html

As Seen on TV (has a five star rating)

http://www.asseenontvguys.com/index.asp?PageAction=VIEWPROD&ProdID=814

Fingerhut.com (has a five star rating)

http://reviews.fingerhut.com/3526/94466/reviews.htm

Wishpot.com (Pet Sponge has a five star rating)

http://www.wishpot.com/public/products/?pid=399623&view=reviews


List goes on and on…