To: Q. who wrote (1709 ) 8/12/1998 12:30:00 PM From: Mike C2 Read Replies (4) | Respond to of 3458
JG: a start but too "sorry" for respect this a.m. :) i'm glad you're glad. don't think it was as good for me as you may think it was for you. Yrend 12/31 options wts. stk. conv. conv. shares outstanding increase exerc. exerc. divs. CL.A cv.deb (millions) (millions) 1993 1.078 1994 10.663 + 9.585 1995 16.452 + 5.789 1996 23.580* + 7.128* Q197 266K 203K 24.050 1997 29.961 + 6.381 Q198 750K 164K 4.6M 671K 36.275 + 6.314 YTD * Pacific Baja was acquired 7/2/96 for 3.076 M shares + $12 M cash, a total value of < $35 M, based on the highest stock price during the July-Sept. 1996 quarter. <32 M shares were created by dilutive financing mechanisms. That's the running total as of 3/31/98. These dilutive mechanisms include issuing warrants, convertible preferred stock, and private placement of common stock. They do not include to my knowledge any underwritten secondary offerings, which would require significant disclosure. Most importantly, though, the dilutive mechanisms include employee options, primarily to Mr. Halimi and Mr. Nowek. let's evaluate how extravagant these options are: In the 1997 annual report, Note (7) indicates options granted in 1997 had a fair value of $7.5 M, and those granted in 1996 a fair value of $4.0 M. If the co. had reported this as an expense as per FASB Statement 123, the co. would have lost a whopping $20.7 M in 1997. > I hope you are correct and they do have to expense the options. That means larger tax loss carryforwards, and lower future taxes on earnings, no? <Compare the operations of the co. to its financing: During Q1 of 1998, the co. sold $9.7 M of products. Compare this to the Q1 stock dilution of 6.3 M shares, which had a market value of approximately $15 M, based on the stock price at that time. That's more stock sold than products.> Here is my opinion: Development stage companies often do not have the access to capital markets that more established companies have. Higher risk startups capital access is often via Reg S or Reg D offerings or other convertible debentures that offer conversion discounts to the holders, dilution to shareholders, and opportunities for shorting. 1Q98 saw the booking of 5 million shares of stock that afforded the company 9.6 million dollars in late 97 to complete EPA approval, move mfg. capacity, and sow the ground for future orders via in vivo trials around the world. Here's my Q. back to you. Find out where the other 5.9 million shares came from in Qs2-4 1997. Then go back and do the same for previous years. Many companies use options to reward employees when earnings don't warrant large salaries. In effect, the employees are deferring salary. To maintain and retain valuable personnel options may be repriced. Seems unseemly, but my eyes are on the prize. As long as the earnings rewards are enough to afford a reasonable P/E multiple who cares the number of shares. Your work to this point is unconvincing regarding how insiders are lining their pockets at the public's expense. You are a diligent man. Dig on. BTW, if insiders are not selling (and i'm not counting the Baja principals who have capital gains exposures and quarterly sales) and the float is not exploding I don't understand how you reach your conclusive opinion "This co. is not run for the benefit of the shareholders, but rather for the enrichment of Mr. Halimi and Mr. Nowek. " MikeC p.s. hope the table isn't hopelessly garbled. I can rarely make changes in the window of opportunity. Take the Consolidated Statement of Stockholder equity and rotate 90 degrees to create columns for the different kinds of shares created.