Oops: One peril of Chinese OTC BB stocks

Perhaps the most incredible thing ever — a supposed reverse merger six months in the past was not correctly consummated and now the public company is left with no assets or sales. Unsurprisingly, this involves a Chinese company trading on the horrible OTC BB:

From the China OTC Blog:

“Contrary to what we have been thinking for the last half a year, Bejing Logistics (BJGL.OB) has never had control over its Chinese subsidiary Baolong, described as China’s largest third-party logistics providers, specializing in books & magazines, agricultural products and Chinese traditional medicine storage and shipping. For today’s shocking announcement relays the fact that the merger between BJGL and Baolong was “never consummated pursuant to Chinese law” and thus null and void. If this is true, it means that BJGL has no assets, revenues, or any operations in China. This is a major blow.”

I read the China OTC Blog for fun. I would not recommend actually buying any such companies — while they may appear cheap, the risk of fraud is too great.

Disclosure: I have no position in BJGLE.O.

Great ideas do not often make for great investments

Growth investors like to talk about inventions and new ideas. The pull of growth investing is all you have to do is find a great company with a great product that will soon be big and you can just buy the stock and sit back for incredible gains. There are several problems with this thesis.

American Technology Company [[atco]] was the first stock that ever interested me. I was into high-fidelity music at the time and it was in an industry magazine that I first read about its technology to use multiple point sources of sound waves to project sound to a specific location (rather than all around).

If I had invested in ATCO 11 years ago and held until today, I would have lost over half my money.

ATCO 10Q

Graph.

Disclosure: No position in ATCO.

Goodbye SeekingAlpha

Today I asked SeekingAlpha to remove me as a contributor and to take down all my articles that they currently syndicate on their website. I am tired of getting flack from dumb people who believe it is wrong to criticize a company. I do not make any money from blogging (my advertisements don’t even cover my hosting costs), so I would rather be read by just a few people who appreciate my opinion than by a large bunch of morons who hate to see their companies criticized.

I am not a professional analyst who is trying to give a balanced view of a company he covers. I am a cynic who tries to point out the negatives in stocks where everyone only sees the positives.

Who’s your daddy now?

Who’s Your Daddy Inc. investors may be thinking that the company’s name is a taunt to them considering that its stock price has fallen over 95% in the past year (graph at Google Finance). The maker of King of Energy™ energy drinks now has a market capitalization of under $2 million and its stock price is at $0.17. Who’s Your Daddy has a stockholder’s deficit of $3.8 million (that’s a negative book value, folks) and a loss of $335,000 on sales of $103,000 in the most recent quarter. The company has under $2,000 in cash and $61,000 in accounts receivable. Unless the company receives a cash infusion quickly it will likely go bankrupt.

Our auditor has raised substantial doubt about our ability to continue our business. We need to obtain sufficient liquidity to continue as a going concern if our business is to achieve profitability. [quote taken from 10k]

who-is-your-daddy-now.gif
(click image for full-sized stock chart)

Who’s Your Daddy 2007 10k
Who’s Your Daddy 10Q for period ending March 31, 2008

Disclosure: I have no position in any company mentioned above, long or short. I have a disclosure policy.

Memorial Day pump and dump

Over the last five days, the stock of Global Roaming and Distribution (OTC BB: GRDB) has dropped 70% on no news. To those familiar with pumped penny stocks, this is unsurprising. The pump and dump scheme is quite simple: a company or a large shareholder pays a publisher to print amazingly optimistic advertisements for the company that are sent out to hundreds of thousands if not millions of investors via mail, email, and fax. The information published about the company is either absurdly optimistic or downright false. The SEC never gets involved unless the statements are verifiably false, so the publishers usually stick to insanely optimistic predictions (which are protected speech, no matter how absurd). While the stock soars, shareholders of the company sell their positions at inflated profits.

GRDB

As usual with pumped up penny stocks, GRDB is way overvalued, even after its recent 70% stock price decline. With 164.7 million shares outstanding as of the filing date of its most recent 10Q, Global Roaming has a $211 million market cap. What do investors get for their $211 million? They get a book value of $3.1 million, no revenues, and a loss of $78,000 in the most recent quarter. Global Roaming has such a small chance of ever selling its product or earning a profit that it is pointless for me to criticize it in any more detail.

In return for publishing the tout sheet, Eric Dany’s Stock Prospector received $32,500 from ILDM Incorporated, which was itself paid with 3.34 million shares of GRDB stock for publicizing the company.

For more information

GRDB on Motley Fool CAPS (verdict: everyone hates the stock)
GRDB March 2008 10Q
Front Page of 15-page tout sheet, Eric Dany’s Stock Prospector
Disclaimer of Eric Dany’s Stock Prospector

Disclosure: I have no position in any company mentioned above, long or short. I have a disclosure policy.

Andrew Left Vindicated Again

Those of you who read this blog probably know about Andrew Left. He is a well-known short seller of penny stocks who has successfully identified multiple frauds. I admire his thorough research although I do not always approve of the inflammatory language he uses (and I certainly do not approve of the garish design of his website).

To those who criticize him and bash short sellers in general, I would like to point out that the SEC today brought a case against Global Development and Environmental Resources, a company that Left accused of fraud three years ago. (See the press release and the full complaint). The company’s stock price climbed rapidly early in 2005 as a result of several positive press releases it put out. At the time the company had no audited financial statements and was trading on the Pink Sheets. Besides revealing the shady backrounds of multiple executives involved in the company, Left also criticized press releases that the company had put out, saying:

“Stocklemon has not been able to independently confirm even one of these to be true. More importantly, Stocklemon spoke to Robert Sullivan – Senior Vice President of Investor Relations and Capital Markets from Land America and he is not aware of any contract with Global Environmental and never authorized the release above.” [emphasis in original]

Evidently the SEC has come to agree with Left, stating the following in its press release:

“The complaint further alleges that the defendants then engaged in a “pump-and-dump” scheme by arranging for Global to issue numerous press releases that contained false and misleading information relating to Global’s purported clients, pending contracts and revenue projections. According to the complaint, at least one entity defendant Mrakuzic controlled sold illegally issued Global shares into an artificially inflated market generating profits of approximately $1.2 million. In addition, defendant Panella sold illegally issued Global shares for profits of nearly $1.1 million.”

While it is good that the SEC is acting on this matter, it is a little slow. The alleged events took place back in 2005. One thing is certain: investors in Global Development and Environmental Resources have done poorly over the last three years.

gdve-copy.gif

For More Information

SEC Press Release
Full SEC Complaint (pdf)
Citron Research article on Global Development and Environmental Resources

Previous Articles about Andrew Left

Home Solutions of America vs. StockLemon
Home Solutions of America vs. StockLemon Part 2
Can You Trust the StockLemon: Part 1
Can You Trust the StockLemon: Part 2
Can You Trust the StockLemon: Part 3
Can You Trust the StockLemon: Part 4
Welcome to the Remote MDX Shorting Party, Andrew Left

Disclosure: I have no position in any company mentioned above, long or short. I have a disclosure policy. I have no connection to or contact with Andrew Left besides reading his blog.

Noble Roman’s Earnings Fall by 54%

I have previously written about Noble Roman’s (OTC BB: NROM, $1.40) and its growth strategy of selling master franchise agreements (what it calls area developer agreements) and its strategy to sell dual-branded franchises (Noble Roman’s pizza and Toscano’s subs). I can now say that this strategy has utterly failed. To those who read my previous articles this should not be a surprise. I argued that this strategy was doomed to failure back on December 2, 2007 when the stock was priced at $2.48. I later criticized management for blaming franchisees for their failures. More recently, I mocked the company’s effort to hire an investment bank to sell itself, calling the company overvalued.

Noble Roman’s continues to falter. In the most recent quarter, Noble Roman’s did not sell any area developer agreements:

In addition, included in royalties and fees were approximately $360,000 in the three-month period ended March 31, 2007 and none in the three-month period ended March 31, 2008 for the sale of Area
Development Agreements.

Furthermore, initial franchise fees were down significantly:

Approximately $466,000 and $135,500 are included in royalty and fee income for the three- month periods ended March 31, 2007 and 2008, respectively, for initial franchise fees.

In my first article criticizing Noble Roman’s, I argued that if the company’s plans completely collapsed, it would struggle to earn $1 million per year. With 1st quarter earnings of $305,000, down from $662,000 in the year ago quarter (and down from $389,000 in the 4th quarter of last year), the company could quite possibly miss even my pessimistic earnings forecast.

Considering the company’s problems, I do not believe an investment in Noble Roman’s stock or the purchase of a Noble Roman’s or Toscano’s subs franchise would be a prudent decision.

For More Information:

2007 10K
1st Quarter 2008 10Q

Disclosure: I have no position in NROM, long or short. I have a disclosure policy. All quotes above from the 1st quarter 2008 NROM 10Q. 

Lawyers Behaving Badly

Q: What’s the difference between a catfish and a lawyer?

A: One is a scum-sucking bottom feeder and the other is a fish.

I have recently made the acquaintance of a law firm that appears to use the above joke as its guiding principle. That firm is Friedman & Wexler. I recently got a new cell phone number and it just so happens to be the old phone number of someone who didn’t pay her bills. Friedman & Wexler has been playing the part of the collection agency and has been harassing me with automated phone calls to try to get me (actually, the former user of the phone number, Jasmin) to pay them. I sent them an email and asked them to stop harassing me and yet they keep calling me. Unlike with real collection agencies, no one comes on the phone if I pick up; the message simply says to call them. I am not about to waste my precious time trying to reach someone there and tell them that my name is not Jasmin and that I don’t owe their client money, so I’ll just ignore their calls for the next month and then I will get a new phone number with my shiny new 3G iPhone.

Ener1: Stock Dilution is Not the Solution to Pollution

The Company

Ener1 [[hev]] is in the exciting business of developing safer and more powerful lithium-ion batteries for use in hybrid gas-electric cars and in other applications. This is a laudable goal. From a business standpoint, however, there is a lot of risk. There are a number of other companies pursuing similar products at various stages of research, development, and production. A123 Systems is a private company that is already supplying Black & Decker with batteries for portable power tools as well as supplying test batteries to GM for possible use in the Chevy Volt. The MIT Technology Review has a positive article about A123 in the May/June 2008 issue. One public competitor, Altair Nanotechnologies [[alti]] has not produced much and has become a target of short sellers.

Ener1 does not yet have any products on the market; it is currently only at the working prototype stage (and that prototype has been independently tested and verified). I am not an expert on batteries so I cannot comment on how Ener1’s prototype compares to Altair’s prototype and to A123’s production batteries and prototypes. I can point out the financial difficulties that Ener1 will face, though. Stated in its recent prospectus is the stark fact that the company “will need additional capital to fund development and production activities.”

Contracts

Ener1 has a supply contract with Think Global to supply it with batteries for its electric vehicles. This contract, however, requires Ener1 to provide satisfactory batteries meeting the specifications of Think Global. Ener1 has yet to meet that requirement. Also, even if everything goes according to plan, this will only result in $70 million in sales for Ener1 through 2010. Here is the company’s description of the contract from its most recent 10K:

On October 15, 2007 we entered into a two year Supply Agreement with Think Global of Oslo, Norway, (“Think”) to supply Li-ion battery packs for the Think electric vehicle, Think City. Under the Agreement, EnerDel must deliver production prototypes in March 2008 and pre-production parts in July 2008 in exchange for approximately $1.4 million. After completion of the production prototypes and delivery of pre-production parts, if Think’s design and test requirements have been met, Think will order battery packs on a rolling six-month purchase order. If these requirements are met, the first order is expected to be placed in July 2008 with the first delivery expected by the end of 2008. We estimate orders of approximately $70 million based upon Think’s minimum forecasted vehicle delivery schedule for 2009 and 2010, although quantities may increase from the estimate. Think may increase the number of units on six months notice. Think is not obligated to buy any units if design and test requirements are not met.

Valuation

After a recent 1 for 7 reverse split effected on April 24, Ener1 has 98.81 million shares outstanding. At a recent price of $6.49 per share, this gives Ener1 a market capitalization of $641 million.

As of the year ended 2007 (see the 10k), Ener1 had cash of $24.8 million, total assets of $31.3 million, and about $12 million in liabilities (after accounting for the company calling its Senior Secured Convertible Debentures and extinguishing the related liability on the balance sheet). The company has a book value of $19 million and it has lost a total of $241 million over its lifetime. With negative free cash flow of $27 million in 2007, Ener1 will almost certainly have to raise more money before the end of 2008 if it is to remain in business.

Ener1, with a market cap of $641 million, is trading at a P/B ratio of 34.

PIPE Dreams

As my readers should know by now, a PIPE is a private investment in public equity. Hedge funds or other investors buy shares, often at a steep discount, and after a lock-up period (typically of 6 months or 1 year), they can then sell those shares to the public. Ener1 just filed a prospectus for the sale of 9% of the common stock outstanding. Keep in mind that the company will receive none of the proceeds of the stock sale; only the PIPE investors will benefit.

In a very negative sign, all but one of the investors listed in the prospectus has listed every single share they own for sale. While they will not necessarily sell every share, it is a bearish sign: in other prospectuses of PIPEd shares that I have seen it is common for holders to not list all their shares for sale.

Naive investors will often become more bullish when they see ‘smart money’ investing in their favorite speculative penny stock. However, PIPE investors do not need the stock price to go up to make money. As an illustration of how lucrative PIPE investing can be, consider the Quercus Trust, which is a trust for David and Monica Gelbaum (who have previously invested in some of my favorite companies, such as Octillion and Lighting Science Group). The trust is selling all 5.43 million shares (38 million pre-split shares) it owns.

Of those shares, 2.86 million shares (20 million pre-split) were bought last November for a total cost of $10 million (see the 13D for details). Warrants to buy the other 2.57 million shares (18 million pre-split) at a split-adjusted $5.25 per share were included in this purchase price. Here is the relevant excerpt from the 13D filing:

(1) The above reported 20,000,000 shares of Common Stock were acquired pursuant to Securities Purchase Agreement dated 11/19/2007, attached hereto as Exhibit B and incorporated herein by reference. In connection therewith, the Reporting Persons also acquired certain registration rights and warrants to purchase up to 18,000,000 shares of Common Stock, with an exercise price of $0.75 per share and an expiration date of 180 days following 11/19/2007. A copy of the Registration Rights Agreement dated 11/19/2007 and a form of Warrant to Purchase Common Stock of Ener1, Inc. are attached hereto as Exhibit C and D, respectively, and incorporated herein by reference. The total purchase price of the private placement (including both Common Stock and warrants to purchase Common Stock) was $10,000,000.

The Quercus trust exercised those warrants. At a recent stock price of $6.49, the 5.43 million shares held by the trust are worth $35.2 million. If the trust is able to sell these shares at the current market price, it will have reaped a profit of $11.7 million or 50% in under a year ($10 million was invested originally plus $13.5 million was used to exercise the warrants). In fact, the stock price would have to fall to $4.32 before the Quercus Trust starts to lose money.

Conclusion

Like in all areas of technology, either a few companies will come to dominate the market for advanced lithium batteries or the batteries will become commoditized and sell for low margins. An investment in Ener1 is a bet that it will come to dominate the market and that the market will be large. In every other possible situation the company would be unable to create enough sales and earnings to justify its current market capitalization. Even if it does become a large player in the battery market, it will need to raise hundreds of millions (if not billions) of dollars more in capital if it is is to produce the batteries. Such capital raising would likely be dilutive to current shareholders.

Unless you are an expert in the field and are absolutely sure that Ener1’s technology is better than its competitors’ technologies, I see much risk and little reward in investing in the company.

Further Reading:

Prospectus
10K for 2007 Fiscal Year
Quercus Trust 13D

Disclosure: I have no position in HEV. I have a disclosure policy.

SEC Ensures that Penny Stock Market Manipulation Remains Profitable

An SEC enforcement division press release today shows why penny stock manipulation remains popular and why I hate the SEC. According to the SEC:

“The Commission’s complaint alleged that, in August and September 2002, Hayden, Marc Duchesne, and others carried out a scheme to manipulate the price of Nationwide’s stock. The scheme was orchestrated by Duchesne, and began with a matched trade between Duchesne and Hayden that artificially inflated Nationwide’s stock price from pennies to $9.35 per share. The Complaint further alleged that, thereafter, Duchesne, Hayden, and others bought or sold Nationwide shares at inflated prices to increase the price of Nationwide stock, to generate volume, and to stimulate market demand for the manipulated shares. The scheme collapsed on October 1, 2002, when the Commission suspended trading in Nationwide securities. “

The judge “entered a Final Judgment of permanent injunction and other relief, including a bar against participating in offerings of penny stocks, against Jeffrey A. Hayden on May 7, 2008.” Hayden agreed to the judgment “without admitting or denying the Commission’s allegations.”

Midway through reading the press release I thought to myself, “Hey, maybe the SEC finally is starting to care about penny stock manipulation!” The description of the financial penalty imposed upon Hayden destroyed any last shreds of hope I might have had that the SEC cares about doing its job (emphasis mine):

“Hayden was liable for disgorgement of $290,798, together with prejudgment interest of $116,330, but payment of these amounts was waived based upon Hayden’s sworn Statement of Financial Condition. A civil penalty was not imposed for the same reason.”

There you have it! The only penalty to Hayden was a promise not to manipulate penny stocks. He did not have to pay one penny. That is less than a slap on the wrist. This is yet another reason why I believe that we should abolish the SEC and most stock regulations and instead pursue stock market fraud under the common law definition of fraud. Penalties would be far harsher and might actually scare people away from penny stock manipulation.

(Note–I am not a lawyer; if you are one and I am spouting nonsense, please let me know!)