Hey guys, I've gone through all the filings since 2005 and gathered a history of major corporate events, and some things might be worth digging deeper into after looking through all of this.
For example, we've established major operating losses of slightly less than $200 million for GFME, translating to a corp. tax shield for the R/M'ing company of 35% (fed. corp. income tax rate) + either 9% or 9.99% (NJ and PA corp. income tax rates) = ~%44.
.44 * $180 million = $~79.2 million worth to HomeClick LLC from acquiring GFME. However, the acquisition price must be less than that to give HomeClick LLC any value, but it won't be substantially less IMO. What I am trying to find out now is whether or not HomeClick could really use the full extent of the tax shield based on 1) their revenue streams and 2) tax law
GFME Major History Since 2005
Gathered from EDGAR SEC Filings
Collected by quant_in_school
Jan. 3, 2001 GFME cut the custom-CD business and sold off all the equipment
July 30, 2003: company changed from stock/option based plan to a cash-based compensation plan for directors
August 15, 2005: George Foreman Enterprises (the company) and George Foreman Ventures, LLC (a new subsidiary) entered into agreement with George Foreman (person) and George Foreman Produtions, Inc. (“GFPI”) whereby George Foreman would allow Ventures trademarks and rights to his “name, image, signature, voice, likeness…” etc. in exchange for membership interests in Ventures, exchangeable into 35% of fully-diluted share of common stock of the company, which also changed its name form MM companies, Inc. to George Foreman Enterprises, Inc. at this point
Sept. 7, 2006: G-Nutritional, LLC (Subsidiary of GFME) entered into contract with Vitaquest International, LLC to gain majority control over new operation “Vita Ventures”, of which it owned 50.1% (starting cap at $351,000)
Dec. 31, 2006:
company had net operating loss carry-forwards of $93.7 million
“GFME is not a shell company”
Dec. 31, 2006:
Company had 1.659 million in cash and cash equivalents compared to $2.943 mil, cash of which was raised in the IPO in 1999
April 20, 2007:
Same with In Stride Ventures; GFME entered into operating contract with In Stride LLC to found In Stride Ventures along with Olen Rice and Paul Koester (total starting cap at $1000)
June 12, 2007:
Ventures and KnowFat waive/amend unsatisfied conditions and consummate transaction under which Ventures grants KnowFat a non-exclusive limited license for use of likeness of George Foreman; in exchange, Ventures was granted 900,000 shares of common stock of KnowFat with potential to earn additional shares
Company arranged with Jewelcor Management, Inc. (JMI) to provide the company with legal, accounting, consulting, management, and other services for a $21,500 fee/month through Aug. 15, 2005, in which the fee was reduced to $4,167
Property located principally in Wilkes-Barre, PA in space leased by JMI from Holtzman and wife, made possible without additional charge through arrangement with JMI
GFME is a “company devoted to exploiting the intellectual property that Mr. Foreman assigned to Ventures”
Stockholders may have difficulty in recovering monetary damages from directors: “certificate of incorporation… eliminates personal liability of our directors for monetary damages to be paid to us and our stockholders for some breaches of fiduciary duties”
Contingent Shares: Registration Rights Agreement provides for contingent additional shares of preferred stock to be issue to GFPI unless the market capitalization of the company exceeds an avg. of $20 mil over a ten-day trading period within the first three years of the RRA
Biographies as of June 12, 2007:
Seymour Holtzman is Chief Executive Officer and Co-Chairman of the Board of the Company and has been a member of the Company's Board of Directors and Chairman of the Board since January 2001. Mr. Holtzman has been involved in the retail business for over 30 years. For many years he has been the President and Chief Executive Officer of Jewelcor, Inc., formerly a New York Stock Exchange listed company that operated a chain of retail stores. From 1986 to 1988, Mr. Holtzman was the Chairman of the Board and Chief Executive Officer of Gruen Marketing Corp, an American Stock Exchange company involved in the nationwide distribution of watches. For at least the last five years, Mr. Holtzman has operated Jewelcor Management, Inc, a private company primarily involved in investment and management services. Mr. Holtzman is currently a Director and the Chairman of the Board of Casual Male Retail Group, Inc. (NASDAQ:CMRG); and Chairman of the Board of Web.com, Inc. (OTC:A"WWWW"), formerly Interland, Inc.
George Foreman, Sr. has served as the Co-Chairman of the Board of Directors of the Company since 2005. In 1968, George Foreman won the Olympic Heavyweight Boxing Gold Medal. In 1973 he became the Heavyweight Boxing Champion of the World, and regained that title in 1994 to become the oldest heavyweight champion in the history of the sport. Mr. Foreman began the George Foreman Youth and Community Center in 1984, and has devoted his time and resources to the center for the past 20+ years. Mr. Foreman is recognized as one of the greatest endorsers of all time. The George Foreman Grill has sold well over 75 million units. His current portfolio of products includes the George Foreman Grill, Z-trim, which is a fat replacement product, a clothing and shoe line by Casual Male Retail Group, Inc, watches by Elgin, and many more products.
Efrem Gerszberg is President of the Company and has served in such capacity since May 2004 and has served as a member of our Board of Directors since August 15, 2005. In addition to the Company, Mr. Gerszberg is currently a member of the Board of Directors of Web.com. (NASDAQ:WWWW). Since 2003, Mr. Gerszberg has been the Chief Operating Officer of Jewelcor Management, Inc. an entity primarily engaged in investment and management services. Since its inception in 1993, Mr. Gerszberg has served on the Board of Directors and Strategic Advisory Panel of Ecko Unlimited, a privately held young men's apparel company. Mr. Gerszberg earned his Juris Doctor degree from Rutgers University School of Law.
Jesse Choper has served as a member of the Company's Board of Directors since May 2001. Mr. Choper is the Earl Warren Professor of Public Law at the University of California at Berkeley School of Law where he has taught since 1965. Professor Choper was the Dean of the Law School from 1982 to 1992. He has been a visiting professor at Harvard Law School, Fordham Law School, University of Milan in Italy Law School and Universitad Autonoma Law School in Barcelona, Spain. From 1960 to 1961, Professor Choper was a law clerk for Supreme Court Chief Justice Earl Warren. He is a widely recognized author, lecturer, consultant and commentator on issues of Constitution Law and Corporation Law. Mr. Choper is also a member of the Board of Directors of Casual Male Retail Group Inc. (NASDAQ:CMRG).
George Foreman, Jr. has served as Senior Vice President and member of the Board of Directors of the Company since 2005. Mr. Foreman also currently serves as Director of Corporate Relations and Planned Giving at Wiley College. Prior to joining George Foreman Enterprises, Inc. Mr. Foreman was the Vice President of Strategic Management for The Knockout Group, and he worked as a senior marketing executive for Salton, Inc. Mr. Foreman earned a Masters degree from Louisiana State University.
Jeremy Anderson, CPA is the Chief Financial Officer of the Company and served as a consultant in the position of Chief Financial Officer from August 2004 to August 2005. Mr. Anderson also serves as the Chief Financial Officer of Jewelcor Management, Inc. Before that, Mr. Anderson was the assistant Treasurer at Leslie Fay Companies, a women's apparel retailer. From 1997 to 2003, he worked in public accounting with Kronick Kalada Berdy & Co. P.C. Mr. Anderson earned his B.S. in accounting from Villanova University. ]
June 12, 2007: Ventures and KnowFat Franchise Company, Inc. consummated transaction. In exchange for use of Foreman’s likeness, GFME was granted a total of 900,000 shares of common stock of KnowFat, of which 450,000 vested at date of closing and remaining 450,000 vested over the next four years; fair value estimated at $588,075 at date of vesting
June 13, 2007: Ventures had previously licensed the George Foreman brand to Northern Food, and recognized $18,750 in royalties by March 31 2008 for 3 the months of licensing past
Sep. 12, 2007: GFME is re-listed on the OTC Bulletin Board par value $0.01/share after the Financial Industry Regulatory Authority, Inc. approved RBC’s Form 211 application to resume quotations of the common stock
Dec. 18, 2007: KnowFat merged with UFood Restaurant Group, increasing the number of shares held of KnowFat by the company to 1,371,157 given the estimated fair value of $513,000
March 7, 2008: Company entered into agreement to sell bonds to buyers in aggregate of $800,000 of convertible notes at 8%, which are convertible into common stock at a price of $2.50. Additionally, a unit will provide a warrant to purchase the Common Stock at a price of $3.00/share, subject to adjustment
Seymour Holtzman purchased an aggregate of $250,000 in principle amount of such notes and Jeremy Anderson purchased $25,000 in principle amount of convertible notes.
March 31, 2008: Company sold 8% Convertible Notes in principle of $200,000 at conversion price of $2.50/unit, along with a warrant for purchase at $3.00/share
Company has $614,645 in cash and cash equivalent at $344,631
Aug. 29, 2008: Z-Trim and GFME enter into agreement, ending previous claims and conflicts, whereby Z-Trim agrees to pay GFME $300,000 with $150,000 to be paid Sept. 3, 2008, and the rest to be paid in three installments January 1, 2009 through March 1, 2009. Additionally, Z-Trim is to use best efforts to provide for the grant of 3 million shares of Z-Trim’s registered for resale and unrestricted common stock to GFME; granted on Aug 29, 2008
April 9, 2009: GFME receives notice that it is delinquent in filing its Annual Report on Form 10-K for the year ending December 31, 2008; it is removed from the OTC Bulletin Board May 6, 2009
April 28, 2009: Jewelcor acquires 3.7% of GFME
February 25, 2010: Efrem Gerszberg, President and a Director of GFME, resigns
May 28, 2010: Foreman and GFPI exchange all membership interests in Ventures for GMFE Common stock; Ventures entered into agreement with Foreman and Nationshealth whereby Foreman was appointed spokesperson for the company Nationshealth; George Foreman and George Foreman, Jr. resigned as members of the Board of Directors of GFME, as well as from the board of GF Ventures and from all officer positions
May 28, 2010: GFME has 3 years from this day to achieve a $20 million market cap for a 10-day average or George Foreman and George Foreman Productions, Inc. receive a $1 million liquidity preference in preferred stock. All voting preferences must coincide with those of Holtzman
Nov 8, 2010: Seymour Holtzman (as CEO, president, and co-chair of the board) and Jesse Choper (director) resigned
Nov 5, 2010: Chuck Gartenhaus appointed as Director, CEO, President, and Co-Chairman of Board of Directors; John Swatek appointed as a director and senior vice president of company
