From 2007 through February 2009, the Board determined the fair
value of the common stock by using discounted future cash flows under the income method, after considering current rounds of financing.
Not exact matches
Such risks, uncertainties and other factors include, without limitation: (1) the effect
of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand in construction and in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred
by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies»
common stock, which may be suspended at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including in connection with the proposed acquisition
of Rockwell; (7) delays and disruption in delivery
of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining agreements and labor disputes; (15) the effect
of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect
of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect
of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition
of conditions that could adversely affect the combined company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative effects
of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins»
common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation
of their businesses while the merger agreement is in effect; (21) risks relating to the
value of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered
by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.
This statement relates to the shares
of Common Stock, $ 1 par
value («Shares»), issued
by Gannett Co., Inc. (the «Issuer»).
Dilution in pro forma net tangible book
value per share to investors purchasing shares
of our Class A
common stock in this offering represents the difference between the amount per share paid
by investors purchasing shares
of our Class A
common stock in this offering and the pro forma as adjusted net tangible book
value per share
of our Class A
common stock immediately after completion
of this offering.
The purchase price
of each Share will be (i) not less than the net asset
value per Share (the «NAV Per Share»)
of the Company's
common stock (as determined in good faith
by the board
of directors
of the Company or a committee thereof, in its sole discretion) immediately prior to the Expiration Date (as defined in the Offer to Purchase)(the date
of repurchase) and (ii) not more than 2.5 % greater than the NAV Per Share as
of such date, plus any unpaid dividends accrued through the expiration date
of the Tender Offer.
Pursuant to the policy, as revised in February 2009, at each annual meeting
of our stockholders, provided that the director has served on the Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a
value equal to $ 225,000 divided
by the lesser
of (i) the trailing average closing trading prices
of our
common stock for the 180 - day period preceding and ending with the date
of the RSU grant or (ii) such number
of RSUs as the Board may determine based on additional criteria such as business conditions and / or company performance, outside director compensation practices at peer companies and advice from outside compensation consultants.
Any failure
by us to sustain or increase profitability on a consistent basis could cause the
value of our
common stock to decline.
The fair
value of the
common stock underlying the
stock - based awards is determined
by our board
of directors, which considered numerous objective and subjective factors to determine the fair
value of common stock at each grant date.
Prior to February 2009, the policy provided that at each annual meeting
of our stockholders, provided that the director had served on the Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a
value equal to $ 225,000 divided
by the trailing average closing trading prices
of our
common stock for the 180 - day period preceding and ending with the date
of the RSU grant.
The fair
value of our
common stock has been determined in accordance with applicable elements
of the practice aid issued
by the American Institute
of Certified Public Accountants, Valuation
of Privately Held Company Equity Securities Issued as Compensation.
Because there is no public market for our
common stock, our board
of directors determined the
common stock fair
value at the
stock option grant date
by considering several objective and subjective factors, including the price paid
by investors for our preferred
stock, our actual and forecasted operating and financial performance, market conditions and performance
of comparable publicly traded companies, developments and milestones in our company, the rights and preferences
of our
common and preferred
stock, the likelihood
of achieving a liquidity event, and transactions involving our preferred
stock.
Provided, however, that an incentive
stock option held
by a participant who owns more than 10 %
of the total combined voting power
of all classes
of our
stock, or
of certain
of our parent or subsidiary corporations, may not have a term in excess
of five years and must have an exercise price
of at least 110 %
of the fair market
value of our
common stock on the grant date.
upon the exercise
of an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Appreciation Right or upon the payout
of a Restricted
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely
common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Co
common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received
by holders
of Common Stock in the Change in Co
Common Stock in the Change in Con
Stock in the Change in Control.
We would cease to be an emerging growth company if we have more than $ 1.0 billion in annual revenue, have more than $ 700 million in market
value of our Class A
common stock held
by non-affiliates, or issue more than $ 1.0 billion
of non-convertible debt over a three - year period.
All
stock options and
stock appreciation rights will have an exercise price equal to at least the fair market
value of our
common stock on the date the
stock option or
stock appreciation right is granted, except in certain situations in which we are assuming or replacing options granted
by another company that we are acquiring.
Divide the company
value by the number
of shares
of common stock outstanding to find the intrinsic
value of a share
of stock.
On June 14, 2017, the Company transferred an aggregate
of 129,238 shares
of common stock of its parent company Croe, held in treasury
by the Company, to certain officers and consultants
of the Company in exchange for their services in connection with the Transaction,
valued at $ 258,476 based on the fair
value of the shares on the measurement date.
terminate either (a) each outstanding option or (b) each outstanding option that is fully exercisable as
of the date
of such transaction, in exchange for a cash payment equal in amount to the excess, if any,
of the fair market
value, as determined
by our board
of directors,
of a share
of our
common stock over the per - share exercise price
of each such option, multiplied
by the number
of shares subject to each such option.
Nonstatutory
Stock Options, or NSOs, will provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service with us and / or subject to the satisfaction of corporate performance targets and individual performance targets established by the administr
Stock Options, or NSOs, will provide for the right to purchase shares
of our
common stock at a specified price, which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service with us and / or subject to the satisfaction of corporate performance targets and individual performance targets established by the administr
stock at a specified price, which may not be less than fair market
value on the date
of grant, and usually will become exercisable (at the discretion
of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service with us and / or subject to the satisfaction
of corporate performance targets and individual performance targets established
by the administrator.
As a result
of the distribution, HP Co. expects the trading price
of HP Inc.
common stock immediately following the distribution to be lower than the «regular - way» trading price
of such
common stock immediately prior to the distribution because the trading price will no longer reflect the
value of the businesses held
by Hewlett Packard Enterprise.
The purchase price per share in the tender offer represented an excess to the fair
value of the Company's outstanding
common stock and Series A through Series F convertible preferred
stock, as determined
by the Company's most recent valuation
of its capital
stock at time
of the transaction.
estimate
of annual income from a specific security position over the next rolling 12 months; calculated for U.S. government, corporate, and municipal bonds, and CDs
by multiplying the coupon rate
by the face
value of the security; calculated for
common stocks (including ADRs and REITs) and mutual funds using an Indicated Annual Dividend (IAD); calculated for fixed rate bonds (including treasury, agency, GSE, corporate, and municipal bonds), CDs,
common stocks, ADRs, REITs, and mutual funds when available; not calculated for preferred
stocks, ETFs, ETNs, UITs, international
stocks, closed - end funds, and certain types
of bonds
Benjamin Graham, the father
of value investing, once said, «The buyer
of common stocks must assure himself that he is not making his purchase at a time when the general market level is a definitely high one, as judged
by established standards
of common -
stock values.»
Balanced Fund — A
common style
of fund that seeks to increase
value and income
by investing in a variety
of stocks or bonds.
The Guidelines provide that our CEO must attain ownership
of,
by no later than March 14, 2018 or the fifth anniversary
of his or her appointment as CEO, and maintain ownership throughout his or her tenure
of a number
of shares
of our
common stock equal to the lesser
of 112,000 shares or the number
of shares equivalent in
value to four times his or her annual salary.
Often you and I know, active managers claim alpha, when they're really giving you beta, meaning it's exposure to one
of these
common factors that a computer can give you exposure to, simply
by buying all
of the securities that have that
common trait, whether it's small
stocks, or
value stocks, which have low prices to earnings.
Frequently, activists will preempt those
values for themselves
by causing changes in credit agreements, or
by the forced acquisitions
of common stocks in leveraged buyout and going - private transactions.
For example, an adverse event, such as an unfavorable earnings report, may depress the
value of equity securities
of an issuer held
by the Fund; the price
of common stock of an issuer may be particularly sensitive to general movements in the
stock market; or a drop in the
stock market may depress the price
of most or all
of the
common stocks and other equity securities held
by the Fund.
The principal way that the Fund attempts to put the odds in its favor is
by acquiring the
common stocks of well - financed companies at prices that represent meaningful discounts from readily ascertainable net asset
values.
[Biotechnology
Value Fund] believe that the investment community clearly lacks confidence in such a plan, as evidenced
by recent reports from
stock analysts and
by the $ 0.61 per share closing price
of [AVGN]'s
common stock on October 30, 2008, reflecting only 31 %
of [AVGN]'s financial assets as
of September 30, 2008.
The market
value of the company can be determined
by multiplying the price
of its
common stock by the number
of outstanding shares.
Unlike a purchase
of common stock for cash, the purchase
of an option involves «leverage,» whereby the
value of the option contract generally will fluctuate
by a greater percentage than the
value of the underlying interest.
However, very little is really voiced
by G&D as to how secondary situations and workout situations ought to be analyzed, compared with their views on how to analyze the securities
of primary companies, other than to state that secondary
common stocks should not be acquired except at prices
of two - thirds or less
of underlying
value.
The MCT view
of common stock value is summarized on page 118
of the text Corporate Finance
by Ross, Westerfield and Jaffe, Fourth Edition («Ross, Westerfield»): Investors «only get two things out
of a
stock: dividends and the ultimate sales price, which is determined
by what future investors expect to receive in dividends.»
Wintergreen Fund invests worldwide in securities
of companies that are trading at less than estimates
of their full
value, including distressed securities that are expected
by Fund management to be exchanged for new debt or
common and preferred
stock.
1) pays a fixed dividend rate
of at least 6.5 %; 2) Become callable five years after IPO; 3) Pays dividends quarterly; 4) Be rated «investment grade»
by Moody's Investors Service; 5) Be issued
by a company that has a perfect track record
of never having suspended the dividend payments on a preferred
stock (and these are mostly decades old, multibillion dollar companies); 6) Have a «cumulative» dividend obligation; 7) Be issued
by a U.S. company; 8) Not be convertible to
common stock in the future; 9) Have easy (online) access to the prospectus at IPO; and 10) Have an initial share
value (par)
of $ 25.00.
Further research
by Tweedy, Browne has indicated that companies satisfying the net current asset criterion have not only enjoyed superior
common stock performance over time but also often have been priced at significant discounts to «real world» estimates
of the specific
value that stockholders would probably receive in an actual sale or liquidation
of the entire corporation.
As is the case with
common stocks, the distribution
of capital gains and dividends decreases the net asset
value (NAV)
of the fund
by the amount distributed.
The small - cap effect was detailed in a 1981 academic paper
by Rolf W. Banz, then at Northwestern University («The Relationship Between Return and Market
Value of Common Stocks,» Journal
of Financial Economics, Vol.
Divide the company
value by the number
of shares
of common stock outstanding to find the intrinsic
value of a share
of stock.
Net Current Asset
Value (NCAV) = cash and short - term investments + (0.75 * accounts receivable) + (0.5 * inventory)-- total liabilities — preferred stock The resulting value can then be divided by the number of common shares outstanding to find the NCAV per s
Value (NCAV) = cash and short - term investments + (0.75 * accounts receivable) + (0.5 * inventory)-- total liabilities — preferred
stock The resulting
value can then be divided by the number of common shares outstanding to find the NCAV per s
value can then be divided
by the number
of common shares outstanding to find the NCAV per share.
At any time, and for most issues, G&D have correctly observed that for the stand - alone going concern, the market price
of its
common stock is likely to be influenced much more
by current earnings than
by current book
value.
In his recently published 2012 letter to Fairfax Financial shareholders, Prem Watsa — a preeminent practitioner
of value investing who has grown book
value by over 23 % per year over 25 years and generated a 14 % annual return on
common stock purchases over the past 15 years — recounts how Fairfax Financial generated a realized gain
of $ 341 million from International Coal using precisely this technique.
(«ESS»), the beneficial owner
of approximately 2.3 %
of the Avigen, Inc.'s (Nasdaq: AVGN — News) outstanding
common stock, has proclaimed their support for a «downside protection» measure described
by the Biotechnology
Value Fund («BVF»).
Members
of the Committee, which currently consist
of BA
Value Investors LLC, a private investment firm founded
by Steven N. Bronson, and ROI Capital Management, a registered investment advisor managed
by Mark T. Boyer and Mitchell J. Soboleski, collectively own 13.7 %
of the outstanding
common stock of VaxGen.
In The performance
of Japanese
common stocks in relation to their net current asset
values, a 1993 paper
by Bildersee, Cheh and Zutshi, the authors undertook research similar to Oppenheimer's in Japan over the period 1975 and 1988.
Such analysis was further limited
by the fact that RBC did not have access to any
of MediciNova's non-public financial information (including forecasts) and, as result,
valued MediciNova's
common stock solely based on the closing price for such
stock on the Nasdaq Global Market on March 13, 2009.
We understand that MediciNova, Inc., a Delaware corporation, (the «Offeror») has made a non-binding, publicly disclosed offer (the «Offer») to acquire, pursuant to a proposed merger transaction, all
of the issued and outstanding shares
of common stock, par value $ 0.001 per share (the «Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respect
common stock, par value $ 0.001 per share (the «Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respecti
stock, par
value $ 0.001 per share (the «
Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respect
Common Stock») of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respecti
Stock»)
of Avigen, Inc., a Delaware corporation (the «Company»), in exchange for the Consideration (as defined below) pursuant to letters sent
by the Offeror to the Company dated December 22, 2008 and February 9, 2009 (the «Letters»), which letters are contained in the Offeror's Current Reports on Form 8 - K filed with the Securities and Exchange Commission (the «SEC») on December 23, 2008 and February 9, 2009, respectively.
From 1925 to the third quarter
of 1929,
common stocks increased in
value by 120 percent in four years, a compound annual growth
of 21.8 %.
Many
common stocks issued today do not have par
values; those that do (usually only in jurisdictions where par
values are required
by law) have extremely low par
values (often the smallest unit
of currency in circulation), for example a penny (USD$ 0.01) par
value on a
stock issued at USD$ 25.00 / share.