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Technology Stocks : Deswell Industries (DSWL)
DSWL 3.714+0.4%Nov 21 9:30 AM EST

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To: Shane M who wrote (517)2/27/1998 11:40:00 AM
From: Ron Bower   of 1418
 
Shane,

IMO - The 63.9% would include Inside owners plus the Behringer shares but probably would not include unexercised stock options. The total dilution would be 5.412M shares effective that date and includes the outstanding warrants. The 11% reported Institutional ownership would be +/-600K, about 1/3 of reported float. This doesn't add up, so it appears that there may be 150K stock options outstanding.

It appears to me that we have:
Insiders +/-2.75M
Behringer +/- .70M
Institutions +/- .60M
Unexercised stock options +/- .15M
Public float +/-1.20M
Total 5.40M

After the warrants were exercised, they reported 5.48M full dilution. I assume this to be additional options bringing total over 200K. It appears the stock options have been 250K annual, a little under 5%. If it stays at 250 I don't see a problem, but 5% compounded each year would get to be substantial dilution.

In the past they have sold 1/2 of the exercised shares to pay for the total so the percentage of float increases along with Insider ownership. The stock options exercised earlier this year were exercised around $10 generating $2.5M for the company. They sold 1/2 around $20 to cover.

According to Mr. Lau, the Insiders could not afford to exercise the options without selling half. (IMO - The options were building up and they felt it necessary to exercise before the amount got too large.) They generated no personal monies on the deal but increased their stock ownership (and dividend income). The company added the cash to it's BV. Doing it this way, I guess investors also share in the options to a lesser degree. I like it as it pretty well insures future dividends.

The last report I saw indicated 9 top management personnel (not all Insiders) were paid a total of $1.9M, an average of a little over $200k. According to Mr. Lau, the Insider's primary source of income is dividends (not taxable in China as they are here).

I am the wrong person to ask about adding shares because I am a risk taker. While I have been speculating that we will see stronger prices short term and much stronger long term, a bomb could drop at anytime. It's still undervalued, but most would advise that you diversify instead of putting too much in one company.

Another long winded post from me. I must learn brevity. Sorry.
Ron
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