ZAIS Group Holdings (NASDAQ:ZAIS)

CAPS Rating: 1 out of 5

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jed71 (99.84)
Submitted April 24, 2017

Good luck in trying to unwind this beast, including understanding their history. I spent a little bit of time this morning but gave up after continually being confused by the different mergers, entities, and stock issuances. I think this one is… More

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5
Member Avatar jed71 (99.84) Submitted: 4/24/2017 10:17:20 AM : Underperform Start Price: $2.40 ZAIS Score: -51.02

Good luck in trying to unwind this beast, including understanding their history. I spent a little bit of time this morning but gave up after continually being confused by the different mergers, entities, and stock issuances. I think this one is extremely obvious but I’ll show some copies and pastes from recent 10-Q and other filings and let the reader decide if the red thumb is the correct direction.

“On October 5, 2012, HF2 Financial Management Inc. (“HF2”) was formed as a blank check company whose objective was to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination, one or more businesses or entities. On September 16, 2014, HF2 entered into an Investment Agreement, as defined in the Closing 8-K, with ZGP and the members of ZGP (including Christian Zugel and certain related parties, collectively, the “ZGP Founder Members”), under which HF2 agreed to contribute cash to ZGP and to cause the transfer of all of its outstanding shares of Class B Common Stock, par value $0.000001 (the “Class B Common Stock”) to the ZGP Founder Members in exchange for newly issued Class A Units of ZGP (“Class A Units”) representing a majority financial interest in ZGP (the “Business Combination”). The Class B Common Stock have no economic rights and therefore are not considered participating securities for purposes of allocation of net income (loss). On March 9, 2015, the stockholders of HF2 approved the Business Combination and the transaction closed on March 17, 2015 (the “Closing”). In connection with the Closing, HF2 changed its name to ZAIS Group Holdings, Inc. Please refer to Note 2 -"Business Combination" below for additional information. Prior to the Closing, HF2was a shell company with no operations. Upon the Closing, ZAIS became a holding company whose assets primarily consist of an approximate 66.5% interest in its majority-owned subsidiary, ZGP. Prior to the Closing, Christian Zugel served as the managing member of ZGP. Upon the Closing, ZAIS became the managing member of ZGP.”

Obviously, this entity was a previous reverse merger.

“The accounting for the reorganization and recapitalization follows the rules fora reverse acquisition as enumerated in the Accounting Standards Codification, Section 805. In a reverse acquisition, the acquirer for accounting purposes is the target for legal purposes (in this case, ZGP) and the target for accounting purposes is the acquirer for legal purposes (in this case, HF2).”

Here was a weird section in an old Acquisition Statement from 2015:

Imagenetix filed for protection under the United States Bankruptcy Code on December 12, 2012. During the period of time from December 12, 2012 to September 16, 2014 (the effective date of the Company's Plan of Reorganization), the Company filed with the SEC on Form 8Ks portions of its Monthly Operating Reports as filed with the Bankruptcy Court.

The Company's Plan of Reorganization was approved by the Court on September 10, 2014 with an effective date of September 16, 2014. The Plan of Reorganization included an issuance of common stock and warrants for cash, the acquisition of Periodyne, the issuance of common stock to pay professional fees incurred during the proceeding and a compromise to the claims of TriPharma and the unsecured creditors.

As a result of the issuance of common stock, the Company was eligible to adopt "fresh-start reporting" which enabled the Company to reduce its previous accumulated deficit to zero as of the effective date of the Plan of Reorganization. The accompanying financial statements reflect this election and, accordingly, the financial statements are for the period of September 16, 2014 through December 31, 2014 and do not reflect comparative statements for any prior accounting periods. A reconciliation of the "fresh-start reporting" is included in Note 2.”

Who in the world is Imagenetix? My guess is an old business plan / corporate name prior to some merger / business combination. I didn’t spend much more time reviewing their history as this selection became obvious quickly. They were paying a dividend at one point last year but it looks like a new one hasn’t been declared in several months. They do have cash, but I expect this to fade lower over time as their poor history / provenance come to light to the retail investors.

Leaderboard

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Score Leader

ak1010

ak1010 (99.84) Score: +42.24

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Top
Pick
Member Name Member
Rating
Start
Date
Call Time
Frame
Start
Price
Stock
Gain
Index
Gain
Score Commentary
IWantToBeatBabo 99.90 2/15/2017 Underperform 5Y $3.53 +9.34% +11.20% +1.86 0 Comment
Toprope101 99.86 11/20/2017 Underperform 5Y $3.75 +2.93% +0.90% -2.04 0 Comment
JoeySolitro1 99.99 2/28/2017 Underperform 5Y $2.71 +42.65% +10.13% -32.52 0 Comment
jed71 99.84 4/24/2017 Underperform 5Y $2.40 +60.83% +9.81% -51.02 1 Comment
truspin 98.81 4/27/2017 Underperform 5Y $2.33 +65.67% +9.30% -56.36 0 Comment
80brown 99.95 5/2/2017 Underperform 5Y $2.33 +65.67% +9.20% -56.47 0 Comment
ClientNein 99.98 4/27/2017 Underperform 5Y $2.33 +65.67% +9.19% -56.48 0 Comment
Bigeric98 99.97 6/29/2017 Underperform 5Y $2.30 +67.83% +7.62% -60.21 0 Comment
bonjourmesamis 86.90 3/21/2017 Underperform 5Y $2.24 +72.32% +9.68% -62.64 0 Comment
Natorade 98.12 5/12/2017 Underperform 5Y $2.20 +75.45% +8.94% -66.52 0 Comment

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