The Single Greatest Analyst / Investigator / Short-Seller the World has Ever Known

While I wish I were referring to myself, I refer to Andrew Left of Citron Research (see my other articles referencing him). Once again today his bold assertions of fraud were vindicated when a court ruled that Conversion Solutions Holding Company & Rufus Harris did bad things. The SEC’s press release on the matter is hilarious. Here is an excerpt:

On the basis of the evidence presented at the hearing, the Court found that Conversion never had any business-related revenue, and that its only source of funds was an ongoing offering of convertible notes and/or stock that began before the time period charged in the Complaint. The Court also found that Conversion had not paid any money for any of the purported assets carried on its books, which consisted of various series of bonds, uncollected interest due on the purported bonds, and a document called the UCC-1 Note. The Court found that the UCC-1 Note is not a standard piece of commercial paper, but an eight-page document signed by an individual named David Hawkins, which purports to be an “Affidavit of Obligation” in favor of Mad Dog Builders, Inc. and Mr. Hawkins, and which contains references to purported legal concepts including the “individual energy protection maxim,” the “social cooperation protection maxim,” and the “Hebrew/Jewish Commercial Code.”

This leaves me to say but one thing: Evidently Rufus Harris was not quite as cool as THE Rufus from Bill & Ted’s Excellent Adventure:

Left’s articles on Conversion Solutions
Original report on Fronthaul Group (July 26, 2006)
Update on Conversion / Fronthaul (August 2, 2006)
Final report on Conversion (August 9, 2006)

I should also point out that as always, the penalty exacted upon Rufus Harris is utterly inadequate to deter future penny stock hucksters. Again according to the SEC press release: “The Court did not find a basis for disgorgement of any ill-gotten gains by Harris or Conversion.”

Disclosure: I have no connection to anyone mentioned above. I am not Andrew Left. I am not Rufus Harris. I cannot play the guitar. I have yet to meet a securities regulator who is neither stupid nor evil.

Request for help – Looking for a direct market access broker

As my regular readers are aware, I have sold short a number of penny stocks over the last year. However, that strategy has not worked recently due to my broker, Interactive Brokers, forcing me to close out short positions without notice due to an inability to continue to borrow shares. I am therefore searching for a new and better broker. If you happen to know of any brokers that are good at getting long-term borrows on hard-to-borrow OTC BB and Nasdaq stocks (it would also be great to be able to get pre-borrows) and that would be willing to deal with a sophisticated individual investor, please contact me or leave a comment below. If you know what kind of account / trading minimums I would need for them to give me the time of day, please let me know.

I am currently looking into Genesis Securities as well as RBC Professional Trader. If you have experience with either of these, please let me know by leaving a comment here or sending me an email.

Thank you for your help.

Noble Roman’s Sued by Franchisees

I am quoted in another excellent article by Cory Schouten of the Indianapolis Business Journal. Ten former and current franchisees have sued Noble Roman’s for misleading them when it sold them their franchises.

Here is what I was quoted as saying:

But plenty of the blame for franchise problems rests with the Mobleys, according to Michael Goode, a St. Louis stock trader and financial blogger who writes GoodeValue.com.

The company owns only a few stores, giving it little opportunity to prove the model works and to test new products or strategies, Goode said. The Mobleys also tried a nationwide expansion despite lacking national marketing and having limited brand recognition.

But the biggest red flag for Goode was the barrage of area developer agreements that boosted revenue and profit.

“They engaged in business in such a way to get lots of near-term earnings at the expense of future earnings,” said Goode, who previously bet against Noble Roman’s by selling the stock short but no longer has a position.

Further Information

I argued that Noble Roman’s expansion 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 at $1.50 per share. The stock currently trades at $1.00. Most recently, I reported on the company’s 54% decrease in earnings.

Disclosure: No position in NROM, long or short. I have a disclosure policy.

Perf Go Green Holdings: Another Pumped Up Penny Stocks Falls to Earth

Perf Go Green Holdings (OTC BB: PGOG) is a standard pumped-up penny stock, although it has former NY governor Pataki as a director to lend it “credibility” (although anyone who know’s Pataki’s record knows that he has no credibility at all). The New York Post had a good article about the company. Carol Remond had a great article on Perf Go last week (only available on DJ Newswires, a pay service), in which she brought up some interesting history about the company’s CEO:

“Then, there is the issue of company Chairman and Chief Executive Anthony Tracy’s involvement with an extortion attempt a few years back. According to a court docket available to online subscribers, Tracy pleaded guilty to one count of extortion in state court in Pinellas County, Fla., in August 2002. Joseph Cartolano, a lawyer who represented Tracy, said he is “pretty sure” that his client pleaded no contest instead of guilty, neither admitting nor denying guilt. The judge in the case sentenced Tracy to three years probation and withheld adjudication of guilt – which means that as long as he didn’t violate the conditions of his probation, he wasn’t convicted of a crime.”

“According to information available online, Tracy and George Cappelli in November 2001 threatened a Palm Harbor businessman named James McGuire to get back $30,000 he owed to another individual. Michael Holbrook, a detective who investigated the case, said Tracy took McGuire’s watch and said he would keep it until the debt was paid. The detective said that about the same time as Cappelli was arrested, an attorney from Miami called the Pinellas Sheriff Department looking to return the watch without naming his client. Tracy was later identify through information contained in one of Cappelli’s notebooks. Tracy’s lawyer Cartolano said he (Cartolano) called “the owner of the watch to return it.” Cartolano, who explained the affair as “an argument between two guys”, said Tracy was given the watch as a collateral and then returned it.”

The fall of pumped penny stock Perf Go Green is yet another testament to why people should never speculate in penny stocks.

Disclosure: No position in any stock mentioned. I inadvertantly published this article two days previously, violating my disclosure policy (as I had just closed a short position in the stock a day earlier). I regret the error.

Change to disclosure policy

I have changed my disclosure waiting period to 48 hours from seven days. That means that I can now write about stocks up to 48 hours before and after I trade them. I will disclose if I plan to trade a stock I hold immediately after that period.

My previous policy prevented me from writing about certain timely news as my trading always comes before my blogging.

Disclosures and Disclaimers

Are your deposits insured? How to avoid losing money in the coming bank Armageddon

I am not one to use the term Armageddon lightly. But when major banks like National City (NCC) and Washington Mutual (WM) are trading under 30% of book and Wachovia (WB) is trading at under 50% of book value, what othe term is appropriate? The market is pricing in a fair probability of a number of very large banks being bought out at firesale prices (like just happened to PFB) or being taken over by the FDIC and then being dismantled.

That being said, while the coming two years will be a very bad time to own bank stocks or bonds or to have uninsured deposits at banks (over the $100,000 FDIC limit), the economy will not completely collapse (though we should have a decent recession) and the world will move on.

The main thing to do is make sure that you and any friends and relatives never have more than $100,000 at any bank. If you wish to keep more, you may want to visit the FDIC website to see if your type of account is protected for more money (some are). You can search for your bank here and find out if it is insured by the FDIC and you can view financial information on your bank, even if it is private. For example, try searcing for “Home State Bank NA” in zip code 60014* (see random note at bottom of post). Then click on “Last Financial Information”, and on the next page click on “generate report”. This brings you to the bank’s balance sheet. If you click on the link towards the bottom for “past due and nonaccrual assets”, you will be taken to the good stuff. You can see that past-due loans have more than doubled over the last year. Unsurprisingly, much of the increase ($2.5m) was from “construction and land development loans”. It also pays to note that this big increase in past-due loans was solely in the 30 to 89 days late category. A more agressive bank might still be accruing interest on those loans. However, this is a conservative community bank and as you can see towards the bottom of the page, all loans that are more than 30 days late are non-accrual. (An interesting discussion of regulatory vs. tax requirements for deciding which loans are non-accruing can be found here.)

If you go back to the main balance sheet page and click on “net loans and leases” you can find the breakdown of loans. This is a good place to find out how risky your bank’s loan portfolio is. Unfortunately for Home State Bank, 20% of their loans are construction and land development loans. This bank is based in the far northwest exurbs of Chicago, so I think it likely that the bank will take a huge hit here. If you click on “1-4 family residential” you can see the breakdown of these loans. Luckily, most of these are first mortgages. Overall, Home State Bank looks okay. What about your bank?

If you have accounts as a credit union, visit NCUA to see details on insurance of your deposits. You can find your credit union and then request that a financial report be emailed to you. As an example I uploaded the report on my credit union. You can download the Excel Spreadsheet here. When analyzing credit unions, be aware that they will generally have more real estate exposure than similar commercial banks. Important things to examine are delinquent loans as a percent of assets (sheet 2, line 21 in the spreadsheet), asset mix including the amount of REO (sheet 4). If you are afraid of a bank run sparked by articles similar to this, take a look at the amount of uninsured deposits (sheet 5, lines 46-50). Delinquent loan info is always interesting (sheet7). For most of the data in the spreadsheet, an average of peer group credit unions is provided as well, making comparison easy. Overall, I think West Community looks quite safe.

What should you do if your bank doesn’t look safe (such as National City, where I have multiple accounts)? First thing that you should do is make sure your deposits are insured. Then make sure that you have enough cash in safer banks so that you can last awhile if you temporarily lose access to your money. Up until now the FDIC has been very good at getting depositors quick access to their insured deposits at a failed bank, but if things get really bad and big banks go down the FDIC could become backed up and take weeks or months to grant depositors access to their money. It pays to be prepared for such a scenario, even if it is unlikely.

*This bank, by the way, provided me with my first mortgage. Easiest mortgage I ever got — my father and I ran into Steve Slack, the bank president, while dining at the local country club, and I mentioned that I was buying a house in St. Louie. Slack gave me his card and told me to give him a call when I get close to finding a house. There are benefits to relationship banking–my extended family has banked there for three generations and uses the bank for a family company.

Disclosure: I am short several regional and local banks. 

Phoenix lawyer sues blast-faxing stock touters for $6 billion

Finally, a lawyer after my own heart. See this article about Peter Strojnik’s class action lawsuit against “Triple Play Stock Alert” and those behind it. From the article:

The Complaint alleges that Triple Play Stock Alert is a fictitious name used by stock manipulators who want to conceal their identity to avoid liability for their illegal activities. The suit was filed in the United States District Court for the District of Arizona under case number 2:08-cv-1116.

Hopefully he wins, although I am never optimistic about pursuing scammers, fraudsters, or spammers. If you have received spam faxes from “Triple Play Stock Alert” and you wish to join the class action, please contact Peter Strojnik, 602-524-6602, ps@strojnik.com.

Violating the laws of thermodynamics for fun and profit

Evidently someone forgot to tell investors or management of GMC Holding Corp about the law of conservation of energy. The company reported tests on a motor that produced more energy than was put into the device. According to the SEC’s complaint in the matter, the company did not mention that “the efficiency lasted only a few moments and that they were unable to duplicate the results in subsequent tests.” The company also put out a press release stating that it was negotiating to sell the technology to a company in the S&P 500. However, again according to the SEC, “GMC and Brace never contacted, much less negotiated with, an S&P corporation, or any other company, regarding the sale of the company’s technology.”

The SEC today received an injunction against Richard Brace, formerly of GMC, preventing him from serving as the officer of a public company. I presume that the SEC will continue its case against Brace in the pursuit of monetary penalties.

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.

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.