According to http://www.sec.gov/Archives/edgar/data/1004673/000114420406040427/v053863_8ka.htm , the pro forma loss for Vendingdata/Dolphin was greater than the loss for Vendingdata alone for the year ending 12/31/05 (page 26) and for the 3 months ending 03/31/06 (page 25).
On page 22 is seen the preliminary estimate that more than the purchase price must be allocated to Goodwill since the amount of liabilities acquired seems to exceed the amount of assets acquired. Somewhere in those assets (Cash, Receivables, Shareholder receivable, Inventories, Property, plant, equipment, Deferred tax asset) must lie something understated on the Dolphin books by $15 million or so. What is it? Or did Dolphin simply make A Good Deal?
Did Dolphin receive stock and cash for the deal? What percentage was VNX stock if any? Didn't Dolphin receive only $750,000 in cash? If so, maybe it's not such a good deal for Dolphin if VNX's stock will be worth ten cents in a year, no?
Each share that Dolphin gets is valued at $3.50 in computing the purchase price because of the $3.50 per share price guarantee for two years. Wouldn't conservative accounting call for VNX to assign a value greater than $3.50 because of the two-year put option value to Dolphin? Or is the likelihood of the share price exceeding $3.50 in the two-year period regarded by VNX as essentially zero?
http://www.sec.gov/Archives/edgar/data/1004673/000114420406040427/v053863_8ka.htm is the amendment of http://www.sec.gov/Archives/edgar/data/1004673/000114420406040269/v053643_8ka.htm .
The newer version has:
VendingData Corporation is filing this Current Report on Form 8-K/A for purposes of amending the Current Report on Form 8-K/A filed by us with the Securities and Exchange Commission earlier on September 29, 2006. This Current Report on Form 8-K/A includes a revised audit report by DTT Victoria relating to the consolidated financial statements of Dolphin Advanced Technologies Pty Limited. The remaining items contained within this Current Report on Form 8-K/A consist of all other items originally contained in our Current Report on Form 8-K/A filed by us with the Commission earlier on September 29, 2006."
In the new version:
"We have audited the accompanying consolidated balance sheets of Dolphin Advanced Technologies Pty Ltd. and subsidiary (the "Company") as of June 30, 2005 and 2004 and the related consolidated statements of operations, changes in stockholders� equity, and cash flows for each of the two years in the period ended June 30, 2005 (all expressed in Australian dollars)."
In the old version:
"We have audited the accompanying consolidated balance sheets of Dolphin Advanced Technologies Pty Ltd. and subsidiary (the "Company") as of June 30, 2005 and 2004 and the related consolidated statements of operations, stockholders� deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits."
"Stockholders' deficit" became "changes in stockholders� equity" since Dolphin did not have a stockholders' deficit at 06/30/04, 06/30/05, or 03/31/06!
The VNX / Doplphin 3.50/share deal sounds like a scene out of South Park...
Chef's Dad: �And do ya know what that alien said?
Chef' Mama: Tree-fiddy.
Chef's Dad: Dammit! Will ya let me tell the story? He said tree-fiddy, and that's how I knew it wasn't no alien, it was that Goddamn Loch Ness Monster again!
Just substitute Chef's parents with VNX management and the Loch Ness with Dolphin for monster in the script.
More MP3 audio from this episode...
Assuming constant gross guaranteed minimum sales proceeds for the shares issued to Dolphin, VNX should want the guaranteed minimum sale price to be as high as possible since, for example, 100 shares with a guaranteed minimum sale price of $3.50 per share for two years are worth more to their recipient than 70 shares with a guaranteed minimum sale price of $5.00 per share for two years. As the guaranteed minimum sale price goes up (inversely varying the number of shares issued to keep the minimum gross sales proceeds constant), the transaction approaches a simple cash payment in nature as the value of the two-year put option component approaches zero.
Nevertheless, if VNX issues more shares (inversely varying the guaranteed minimum sale price to keep the guaranteed minimum gross sales proceeds constant), it probably pays less to Dolphin to guarantee the minimum sale price. For example, if Dolphin grosses $350.00 by selling 100 shares at $2.50 per share with a guaranteed minimum sale price of $3.50 per share, VNX must pay $100.00, but if Dolphin grosses $350.00 by selling 70 shares at $2.50 per share with a guaranteed minimum sale price of $5.00 per share, VNX must pay $175.00.
To summarize, my opinion is that VNX wants, assuming constant guaranteed minimum gross sales proceeds, a guaranteed minimum sale price high enough to make the two-year put option component less valuable to Dolphin but low enough, within reason, to lower the cash outlay required to guarantee the minimum sale price. The guaranteed minimum sale price would be a negotiated number not necessarily having much to do with anyone's opinion as to the "true" value per share of VNX.