Friday, December 10, 2010

45 comments:

The Galatian Free Press said...

I would really like to hear some elaboration on the reason for the share conversion.

Perhaps a new cash investor is coming in, conditioned on a change in the capital structure.

Anonymous said...

I too would like to hear more about the share conversion. Business is continuously improving. I am not sure why we would want a new cash investor. Merger still sounds like the best possible reason.

The Galatian Free Press said...

We would want a new investor to reduce debt.

The stock will do much better if the still-extremely-high debt level is reduced.

An all equity structure would really lift the share price.

The Galatian Free Press said...

A new equity investor might require the conversion of KK's preferred stock to common, as a condition precedent to investing.

I don't know. Just a guess.

Anonymous said...

It sounds like the same old trade off here, dilution for debt reduction. If you always do what you always have done, you will always get what you always got. I still hope it is a merger.

The Galatian Free Press said...

Not quite.

Let's say, for example, a new private equity investor came in and said,

"We'll put $75 Million into GreenShift, for debt reduction, in exchange for 40% of the equity, on the condition that all preferred shares are converted into common prior to investment."

The pro-forma capital structure would then be:

$0 Debt.
40% Equity owned by new investors.
42% owned by KK
18% owned by employees & public.

Yes, we would be diluted by the new investment, but the company would have zero debt after such a transaction.

Companies without debt are generally valued higher than companies with debt, especially considering the economic environment is still not great.

Anonymous said...

Thanks

The Galatian Free Press said...
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The Galatian Free Press said...

On top of that, I'm sure that a large equity investment of that nature would make quite a splash ... especially if the investor is a widely recognized and respected name.

The Galatian Free Press said...

We'd get some valuation increase from the debt reduction and also some from the "vote of confidence" that a large investment from a well recognized company would produce.

If a big name in the industry (Exxon, Valero, ADM, Bunge, or someone like that) make a large investment, it is like an endorsement, not only of the product but also of the company and the people.

The Galatian Free Press said...

Like having a famous basketball player endorse your sneakers.

Many public investors would become interested in the stock simply because that big name company invested. There are many "follow-the-leader" type investors in the markets.

Slashnuts said...

Like Green Plains, GPRE?

"any binding commitments or definitive agreements to enter into potential acquisitions, it may also use a portion of the net proceeds to acquire or invest in additional facilities, assets or technologies consistent with its growth strategy."

http://finance.yahoo.com/news/Green-Plains-Renewable-Energy-pz-2796380289.html?x=0&.v=1

GPRE raises $90 million for potential acquisitions to acquire assets or technologies.

Slashnuts said...

And then there's this...

"Viridis and MIF have expressed a willingness to fully convert all debt into equity on advantageous terms for GreenShift after we have satisfied the substantial majority of the convertible debt due to YAGI."

The Galatian Free Press said...

An investment like that from GPRE would be great ... not quite as powerful as a big name like Exxon Mobil or GE ... but it would be a great deal for GERS!

The stock would go beserk ... not quite as beserk as if the investor were Exxon Mobil or GE ... but still very beserk! And, it would be a great deal for GERS shareholders!!

The Galatian Free Press said...

And, what about this new investor we have now ... "E-Lionheart" ???

Someone with a King Edward Complex, I guess!!! ;>)

The Galatian Free Press said...

Correction: King Richard, the lion-hearted!

Anonymous said...

JGTEX, your math is OK but your logic is wrong. Why would any company (GPRE or XOM or ?) with half a brain pay market price for GERS? Nobody wants to own it as potential buyers are few and even stock has limited liquidity, cash flow is barely keeping it alive and profitability is years away. A possible buyer will pay 15% or 25% of value to keep it from going under. The ruthless investor will let it go under, then pay 5% of market to own it without all the baggage of buying it as an ongoing enterprise. (I make my living in the ruthless category) GPRE may be in the offing but the prices you are tossing about are beyond logic. And don't say "Revenue is X million a quarter so cost of money means the value is Y" becasue the fact is that GERS is losing its shirt and can't stay afloat forever without fresh money. They are spending a fortune on legal fees and the outcome is sketchy (Never think juries are predictable!) and why would smart people like GPRE add a loser to the stable at full price. It's a dream! Sharks like me are just waiting to pick up what's left over after the cash runs out at bargain prices. That's why I am anonymous.

Slashnuts said...

I agree. And being one myself, it would be a great deal for GPRE shareholders as well. It would save them money in the long run, a soon-to-be profitable GERS would add to earnings, and the rest of Greenshift's technologies would be a nice fit for someone like GPRE who has the resources to follow through.



So what's it mean when they're converting before instead of after? Could it be the new investor wants to keep the legacy systems and they'll just pay Y/A off? I think it has something to do with a buyout or merger. Prefereds are usually converted to common in connection with a merger.

Slashnuts said...

Profitability is years away? Yea right, they most likely turned profitable in Q4 or will in Q1. GPRE would make an excellent fit since their business model already markets and distrubutes third party ethanol, why not third party corn oil? I have reason to believe GPRE is in the market for feedstock conditioning(in Greenshift's stable). Algae is produced and harvested everyday at their plant in Iowa. Greenshift's patented algae technology would make a nice combo. Then there's the patented gasification that can turn excessive stockpiles of DDG into synthetic diesel/ethanol. At current royaltys, GPRE will pay GERS $300 million over the life of the patents. They're breathing new life into this little company. Why would they wait for them to get stronger when they have a chance to buy them now?

The $1 a gallon biodiesel credit is huge and GPRE doesn't have much exposure to biodiesel right now.

The Galatian Free Press said...
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The Galatian Free Press said...
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The Galatian Free Press said...

You said, "GERS is losing its shirt ..."

W do have lot of debt, but you are exaggerating the circumstances of the company ... to the downside. Your characterization is "irrational pessimism" and so is the current stock price. We should be trading at $0.003, or higher, based on a more rational analysis.

We have around 1 Billion of properly contracted COES installs coming online very soon. The balance of the YAGI debts aren't due until 12/2011.

YAGI has already agreed to exchange debt for COES installs. So, we know that they are willing to exchange debt for up & running systems with cash flows. If necessary, all of the debt can be eliminated by giving up operating assets and cash flows.

And, at the rate that YAGI agreed to already, we could eliminate all debt by giving up COES installs and still have some cash and upside potential left over for the equity holders.

Plus there is the added upside potential from the probable and retroactive renewal of the ethanol & biodiesel subsidies, which have been lumped into the tax deal that is likely to be passed in a matter of days.

With the retroactivity and the go-forward value, that is worth about $12 Billion to the industry as a whole, including a significant enhancement to the value of GreenShift and its technologies.

While I would agree that things are not great for GERS. We do have far too much debt. No question about that. But, there are very reasonable go-forward solutions to the excess debt, which are currently not factored into the stock price or your irrationally pessimistic characterization.

The Galatian Free Press said...

The tax deal that is likely to be signed soon includes a retroactive and go-forward value of $1.01 per gallon of biodiesel.

Since the corn oil produced by COES is used for BioDiesel production, that tax credit will flow through to GERS.

Without the tax credit, the corn oil is worth, probably, $1.00 - $1.50 per gallon. With the tax credit, it is worth $2.00 - $2.50 per gallon.

The Galatian Free Press said...

The 1.2 Billion in properly contracted COES installs can produce 48 MillionGPY in Version 1 corn oil, not to mention another 24+ Million GPY in Version 2 corn oil and additional upside from the Cellulosic Oil technology and the Algae technology.

At current rates, without the subsidy, 48 MMPY at 20% of $1.50 = $16 Million per year. Put an 8 multiple on that = $128 Million.

So, even just right there, without the subsidy, without winning any infringement suits, and based on Version 1.0 COES alone, we can pay off all of the debts by 12/2011.

Now, add in the probable tax credit, and the pipeline value, and you are looking at significant upside potential over and above THAT.

This stock is DEEPLY undervalued, primarily because of the high debt levels and the convertibility of the debt into stock, which hangs over the stock.

A debt-reducing cash investment and conversion of all non-diluteable preferred stock to common will eliminate that overhang and lift the stock closer to its fair value based on fundamentals alone.

The inventors have proved themselves now. So, the pipeline ought to earn some value based on its future potential, even if cash flows are a few years off.

Anonymous said...

Is electronic trading back up? Over 185 million trades already today.

The Galatian Free Press said...

Based on the properly contracted COES installs ALONE, the tax credit is worth another $16 Million on top of the $128 Million.

So, even before putting any kind of premium for the infringement suits and the pipeline, the properly contracted Version 1.0 installs, WITH THE EXPECTED TAX CREDIT, have a present value of about...

$128 + $16 = $144.

$144 less $75 Million in debt = $69 Million in equity.

So, we could eliminate the debt and have a $69 Million cash balance sheet for future development of the pipeline by year end 2011 ... even with no new investments at all.

Slashnuts said...

Great comments, JG. I would like to add that according to the Y/A deal, the due dates have been extended..."In addition, the maturity date for the remaining convertible debt due from GreenShift to YA Global has been extended from March 31, 2011 to December 31, 2012."

I think your corn oil price is too low but I agree that the credit will cause prices to continue to rise. Corn oil was $.25 a pound($1.91 a gallon) back when soy oil was $.38 a pound ($2.91). Corn oil was $1.50 last year and it hit $4.58 in 2008. In my opinion, the trend is that corn oil costs about $1 a gallon less than soy oil. The two commodity's have been trading like this for as long as I can recall. Soy oil is currently $.5565 per pound.

That's $4.28 a gallon (7.6 LB's a gallon). I think it's safe to say that conservatively, corn oil is north of $3 a gallon right now. Factor in the $1 credit and it's easy to see why GERS is a buyout target.

The Galatian Free Press said...

And, that tax credit will also strengthen the rest of the industry, as well. So, customers and prospective customers will be more likely to have funds for a new COES install.

The Galatian Free Press said...

Thanks for the correction on corn oil price.

That makes a big difference, of course, on the UPSIDE.

The Galatian Free Press said...

Look at GPRE ... if that tax credit passes, GPRE would get an immediate shot in the arm from the retroactive portion of more than $200 Million, plus its prospects for 2011 will really look much better.

The Galatian Free Press said...

If corn oil is north of $3, then my analysis is truly a very conservative BASE CASE.

The actual value is much higher.

The Galatian Free Press said...

With a $200 Million shot in the arm, plus a very acquisitive nature, GPRE might well offer a higher price for GERS.

The Galatian Free Press said...

And, risk free interest rates are still rock bottom these days.

That 8X multiple may also be low.

In today's low rate environment, someone might pay as much as 10X for those cash flows!

Anonymous said...

Just for fun would one of you guys be willing to throw out what your best guestimate at what an appropriate price per shar would be if someone were to purchase GERS by the end of the year. I am just curious what everyone else things. I believe $.05 per share sounds appropriate. I have ranges as low as 0.0002/share all the way up to .5/share. What do you guys think?

The Galatian Free Press said...

Assuming $3 corn oil price and 10X multiple on cash flows, then we are looking at ...

$32 Million per year * 10 = $320 Million total value for the properly contracted installs.

That is more than enough to pay off debts by the extended maturity date of 12/2012 and still leave quite a nice pile of debt free cash for future technology development AND patent infringement litigation, if necessary!

To ANON, the vulture ... this company is nowhere near as dead as you would like to think.

You'll have to dig around in some other graveyard for your scraps of food!

Greenshift is more of a Phoenix than a Vulture!

The Galatian Free Press said...

Greenshift is more Phoenix than Vulture food.

The Galatian Free Press said...

A 100% buyout including the inventors and the pipeline ....

I wouldn't sell it for less than $0.05 per share.

But, I think it would be worth MORE as a standalone, refinanced growth stock.

Good growth stocks are hard to find these days, and they command a premium.

But, it's got to be a "good" growth stock ... no debt, analyst coverage, >$10 per share stock price.

The Galatian Free Press said...

If a new investor comes in with $75 Million for 40% of the company, and the debts are reduced to ZERO, that deal would value the company at $187 Million ... about 50% higher than my really convervative base case ... but still well below the $3 corn oil valuation of $320.

That would also balance the control between the new investor and KK. Neither party would have total control. A nice balance.

All investors should be in the same class of stock ... common stock ... so that everyone is "in the same boat and pulling in the same direction".

By putting everyone in the same boat, this reduces boardroom conflicts and helps to focus everyone on growing the company, rather than fighting with each other.

From there, the stock would rise, I think, to that $0.05 per share range.

Include, in the deal, a 1-for-500 reverse split, so that $0.05 per share becomes $25.00 per share.

And, there you go ... a debt free, technology driven, green, biofuels growth stock!!

The Galatian Free Press said...

With control being balanced as follows:

40% New Investors
42% KK
18% Public & Employees

Any disputes or disagreements between the New Investors and KK would be settled by the public/employee shareholder block.

In other words, "control would float". This should have a positive impact on the stock value, because then control goes to the highest bidder. So, we could see a bidding war for control of the company.

That is also the fairest and most 'free market' way to settle disputes.

Just let the market be the final arbitrator.

The Galatian Free Press said...

I'm sure Mr. Anon/Vulture would prefer that the whole thing go through Chapter 11 so that he could buy 90% of the company for some ridiculuos price like $1 Million.

That's what vultures do. They always try to get something for nothing.

But, it ain't gonna work on this one, Mr. Vulture!

The assets are worth far more than the liabilities.

Either take your something-for-nothing strategy elsewhere or make a reasonable offer based on the value of the assets.

Anonymous said...

JGTEX, as I said, I won't dispute your math. It is the patience of your investors that I am betting on. Sooner or later they will lose faith as every time GERS needs more cash, more dilution occurs, making the investors smaller and smaller and soon to be insignificant. They will wonder why the executives are getting all the money and not the investors who have stuck it out with them. Then they will want to punish KK and the rest by forcing them to pay them or sell at rock bottom prices.
Or just think what happens if a jury finds that COES is not patentable, or that they can't get royalty from certain installations because someone has found a way around the patent by adding or deleting a trivial piece of the system. Then some curent subscribers will drop off and new ones don't happen so GERS really is hurt then. Like I said, never trust a jury until the verdict is in!
Think I'll lurk around a while, thank you. This looks to me like some possible good pickings!
Vulture

The Galatian Free Press said...

Trivial changes are not sufficient to 'get around' a patent ... in theory anyways. Juries, I will admit, are less predictable, but appellate judges tend to follow the law more closely than juries.

If the 1.2 Billion GPY of properly licensed systems is put online within a month or two, as projected, then those cash flows will be online before any jury has a chance to rule one way or the other. Appeals could drag on for years, and during that time the licensed systems will generate cash flows, irregardless of the final outcome of the appeals.

And, besides, there will always be risks to any corporate cash flows. That's why they are only worth 8-10X. If they were risk free, they would trade at US Treasury-type-multiples ... 30X, 50X, or even 400X to match the 3 year rate.

So, the risks you mention are already discounted by using the cash flow multiples of 8X - 10X on the cash flows.

With regard to dilution, as soon as these systems are up and running, within weeks, dilution risk will decrease to almost zero as debts are paid off, either by selling cash flows or simply by using cash flows to pay off debt.

Of course, in the scenario I outlined above (new equity investor pays off debts), dilution risk is completely eliminated by the terms of the deal and the debt reduction.

I know that vulture/distressed investors sometimes do more friendly, turnaround investments like that ... an issue of preferred stock with the same management team... a "Phoenix" rather than a "Vulture".

That's what you should do, if you have that kind of money to invest.

The Galatian Free Press said...
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The Galatian Free Press said...

Correction: "400X to match the 3 Month Treasury Rate"

1/0.25% = 400X

The Galatian Free Press said...

Hope you are enjoying those low yields on your cash, because that's all you are gonna get as you wait around for a Ch. 11 that will never happen!!

 
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