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The work of iBusiness Reporting is funded by the Fraud Discovery Institute, founded by Barry Minkow, an ex-con turned fraud buster (and senior pastor at Community Bible Church in San Diego). It's funded, in part, by short selling the stock of companies that it thoroughly investigates and deems fraudulent and/or lacking a sustainable business model. For more, click here for FAQs or the institute's full disclaimer.

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Friday
May142010

More deals between InterOil and undisclosed family members revealed; company paid $1.8 million to firm where InterOil CEO's brother was VP, director

Editor's note: In its latest investigation, iBusiness Reporting has uncovered a number of instances in which InterOil Corp. (NYSE: IOC) entered into business deals—several of them involving multi-millions of dollars—with relatives of CEO Phil Mulacek and Board of Director Gaylen Byker without disclosing the relationships.

iBusiness Reporting recently revealed four InterOil dealings with relatives of independent Director Gaylen Byker, as well as a current multi-million-dollar joint venture with a Barbados investment company that uses InterOil's mailing address and whose trustee is an attorney used by InterOil CEO Mulacek. You can read the story here.

In the second part of the series, iBusiness Reporting reveals several instances of undisclosed nepotism by InterOil CEO Phil Mulacek.

By William Lobdell

To see a large version of this graphic, just click on it.Since InterOil Corp.'s (NYSE: IOC) inception in 1997, Chief Executive Officer Phil Mulacek has made a habit out of doing business with family members and leaving many of the relationships undisclosed.

For instance, over three years ending in 2005, InterOil paid Direct Employment Services Corp. (DESC) nearly $1.8 million for unspecified "services" for "executive officers and senior management." InterOil disclosed that 50% of DESC was owned by InterOil's then-chief operating officer and director, Christian Vinson.

But InterOil didn't reveal other related-party facts. First, Christian Vinson is Phil Mulacek's brother-in-law. Vinson, who has been with InterOil from the beginning, is now executive vice president of corporate development and government affairs, in charge of dealing with Papua New Guinea's corrupt government.

Was it nepotism or experience that landed Vinson the executive and director positions of an oil-and-gas exploration company? His previous job was manager of a modest, automated machine shop in suburban Chicago.

Despite InterOil doing $1.8 million with DESC and eventually buying the company, InterOil filings never disclosed that Christian Vinson is Paul Mulacek's brother-in-law and that Pierre Mulacek, Phil's brother, served as DESC's vice president and director.

Also, InterOil didn't disclose that Phil's brother, Pierre Mulacek, was DESC's vice president and director (according to Texas corporate filings) for the three years InterOil spent $1.8 million with DESC.

In filings, DECS listed its headquarters in the same building as InterOil's corporate headquarters outside of Houston.

(In 2005, when Pierre Mulacek served as DESC vice president and director, InterOil purchased DESC for $1,000. Two former DESC executives now hold top posts at InterOil. Bill Jasper, InterOil’s president and chief operating officer, served as vice president of DESC. Another former DESC vice president, Collin Visaggio, is InterOil's chief financial officer. On InterOil's website, the biographies of Vinson, Jasper and Visaggio don't mention their work at DESC.)

Today, InterOil remains in a joint venture with PNG Drilling Ventures Limited, a Barbados company whose ownership is shrouded in secrecy. However, PNG Drilling Ventures has the same mailing address as InterOil and its trustee, lawyer Dale Dossey, was an attorney used by InterOil CEO Phil Mulacek, according to SEC filings. PNG Drilling Ventures owns a 6.75% working interest in Elk-Antelope fields.

This isn't the first time a basically anonymous investment company used InterOil's mailing address as its own. Eurostar Fund, Ltd. and Biltrust, Ltd. at one time owned significant portions of InterOil stock, according to SEC filings and court documents.

Both companies listed InterOil's headquarters for their mailing address on shareholder documents. But in a deposition, Mulacek said he had never heard of Eurostar, and he "recalled only that Biltrust, Ltd. might be connected with his grandfather, and that [an attorney his grandfather used] had called him and asked him to sign papers on behalf of Biltrust, Ltd.," according to papers filed by plaintiffs' attorneys in the fraud litigation.

In court documents, the lawyers for many of InterOil's original investors allege that Biltrust and Eurostar was owned and/or controlled by Mulacek's grandfather and were used as "instruments to funnel large amounts of publicly tradeable stock to Phil Mulacek’s family and friends."

In a recent deposition, Mulacek was questioned about what he knew about Biltrust.

Q: Are you familiar with a company called Biltrust Limited?

A: It's justI think it was on a top 20 shareholder [list for InterOil].

Q: Do you have any knowledge as to who owns Biltrust Limited?

A: No, sir.

Q: And you have never heard of Biltrust Limited other than seeing their name of the

A: No, it was one of the exchanges with CTI (his grandfather's Bahamian company in which Mulacek served as its agent). Make an exchange and that was it.

Q: You mean CTI exchanged some shares with Biltrust?

A: I don't know the exact, but I think so, yes, sir.

Q: Do youwell, let me take it one step at a time. Do you personally have any direct, indirect, legal, beneficial, any kind of ownership whatsoever in a company called Biltrust Limited?

A: No.

Q: Do you have any right to receive any money from a company called Biltrust Limited?

A: No.

Q: And you have no knowledge whatsover as to who the onwers or the beneficial owners of Biltrust Limited might be.

A: No, it was instructed with [his grandfather's attorney] at the time with—through—CTI. That's all I know.

Q: —So you at least know that Biltrust Limited has some—

A: Yes, sir.

Q: —connection with CTI.

A: Yes, sir.

Q: But the exact nature, even the general nature of that connection, you have no knowledge.

A: No.

Q: Do you have any idea why on shareholders records that Biltrust's address would be listed as the InterOil offices in The Woodlands [outside of Houston]?

(This portion of Mulacek's deposition contained in court documents ends here.)

InterOil never reported in related-party transactions involving PNG Drilling Ventures, Eurostar or Biltrust.

Two InterOil-related companies that Mulacek controlsPetroleum Independent and Exploration Corp. (PIE) and Nikiski Parntersfeature just three officers: Mulacek, his wife Kathleen and his brother Pierre.

The reason for the bankruptcy was to "secure InterOil stock and to prevent InterOil from going bankrupt."    —Kathleen Mulacek

This arrangement does make for a certain efficiency. Acting for Nikiski Partners, the trio in December decided after a "10- to 15-minute meeting" to file what a federal judge has ruled was a bad-faith bankruptcy. The move was an attempt to derail fraud litigation against Mulacek and the companies he controls and "secure InterOil stock and to prevent InterOil from going bankrupt" in case of a large judgment, according to testimony by Kathleen Mulacek.

Mulacek's panche for nepotism can be traced back to the beginnings of InterOil, and has become the subject of a massive fraud lawsuit filed against Mulacek and the companies he controls (here and here).

In 1997, a Mulacek-controlled company quietly gave family and friends 226,000 shares of unrestricted InterOil stock for little consideration, according to court documents. The family connection was not reported to initial investors. Only in the discovery phase of the fraud litigation were the family ties revealed.

In 1997, InterOil gave 5.1 million shares of stock valued at $15 million to Bahamian company owned by Phil's grandfather and controlled by Mulacek in exchange for a $250,000 piece of allegedly brought by the off-shore company (who actually purchase the equipment is in dispute). The family connection was not reported to initial investors or in filings. Again, most of the initial investors learned of related-party transaction only recently because of litigation.

The court documents show how the original investors received 1.31 restricted shares of InterOil stock for each $1 invested, while CTI secretly received 20.73 unrestricted shares for every $1 it invested.

Disclosure: After uncovering information contained in this story, William Lobdell took a short position in InterOil. All facts in Lobdell's InterOil stories have come from public information.

You can e-mail William Lobdell here.

Tuesday
May042010

InterOil's undisclosed family connections revealed; company has done business with relatives without disclosure

InterOil independent Director Gaylen Byker.Editor's note: In its latest investigation, iBusiness Reporting has uncovered a number of instances in which InterOil Corp. (NYSE: IOC) entered into transactions—several of them involving multi-millions of dollars—with relatives of CEO Phil Mulacek and Board of Director Gaylen Byker without disclosing the related-party deals in its Securities and Exchange Commission filings.

In the first of a three-part series, iBusiness Reporting delves into InterOil's four related-party transactions with relatives of independent Director Gaylen Byker, the president of Calvin College in Grand Rapids, Mich. who has served on InterOil's board since its inception in 1997.

We also examine a fifth transaction from a Barbados entity that listed the same mailing address as InterOil and whose trustee was an attorney used by InterOil CEO Phil Mulacek.

In the final installment of this series, iBusiness Reporting will publish a graphic that will give readers an easy-to-read snapshot of InterOil's unreported related-party transactions.

By William Lobdell

iBusiness Reporting has found four InterOil Corp. (NYSE: IOC) transactions involving relatives of the company's independent Director Gaylen Byker, who is also president of Calvin College in Grand Rapids, Mich. that have gone undisclosed.

And iBusiness Reporting has uncovered a fifth deal from a Barbados entity, which listed the same mailing address as InterOil and whose trustee was an attorney used by InterOil CEO Phil Mulacek. If it was a related-party deal, InterOil didn't disclosed it.

In chronological order, here are some of InterOil's undisclosed dealings with relatives.

Unreported Deal No. 1 with a Gaylen Byker Relative

In 2001, "Patrick" Ian Phair was hired as InterOil’s general manager finance/accounts. Phair is Gaylen Byker’s son-in-law (married to his daughter Tanya) who, according to a reliable source, while working for InterOil lived and worked in Grand Rapids, Mich., far from InterOil’s corporate offices in Texas, Papua New Guinea and Australia.

No related-party disclosure was ever made.

Unreported Deal No. 2 with a Gaylen Byker Relative

In 2002, a cash-strapped InterOil received $3.2 million in bridge financing before it could tap into a $85 million U.S. government loan, according to a SEC filing. Among those providing the bridge funding was David Byker, a venture capitalist and brother of director Gaylen Byker.

From January 1, 2002 until first draw of the OPIC facility, key shareholders and insiders, Mr. Phil Mulacek, Petroleum Independent and Exploration Corporation, and Mr. David Byker have provided US$3.2 million in bridge financing (of this $3.2 million, $2.9 million was drawn against the loan facility described in Note 4). This bridge financing is to be repaid out of funds from first draw of the loan facility. Compensation in the form of options may be proposed by the independent directors and be voted on by shareholders at the next AGM.

iBusiness Reporting couldn't determine from SEC filings how David Byker was repaid for his portion of the bridge loan.

No related-party disclosure was ever made.

David Byker, brother of an InterOil director, signs a multi-million deal with InterOil.

Unreported Deal No. 3 with a Gaylen Byker Relative

In 2003 and 2004, PNG Energy Investors received favorable terms when it invested a total of $7.6 million in InterOil drilling, according to SEC filings. By May 2004, PNG Energy Investors converted all of its investment into shares of InterOil, though the wells PNG Energy Investors put its money on never delivered any commerical oil or gas.

PNG Energy Investors is a Grandville, Michigan entity put together by David Byker, Gaylen’s brother. Also, signing for PNG Energy Investors in the agreement with InterOil was "Patrick" Ian Phair, Gaylen Byker’s son-in-law (yes, InterOil’s former general manager finance/accounts from unreported deal No. 1).

No related-party disclosure was ever made.

Unreported Deal No. 4 with a Gaylen Byker Relative

On June 29, 2004, Global Asset Management LLC gave InterOil a $600,000 loan in the form of a promissory note, according to SEC filings. Two months later, InterOil repaid the loan along with $67,500 in interest. That's computes to an annual interest rate of about 67.5%.

Global Asset Management was managed by David Byker, the brother of InterOil’s Gaylen Byker. (Global Asset Management also "signed for and behalf" of PNG Energy Investors for its agreement with InterOil. See Unreported Deal No. 3.)

No related-party disclosure was ever made.

InterOil and a Barbados company have the same mailing address and more.

Unreported Deal No. 5 with apparently someone close to InterOil

Today, InterOil remains in a joint venture with PNG Drilling Ventures Limited, a Barbados company that has the same mailing address as InterOil and whose trustee, Dale Dossey, was an attorney used by InterOil CEO Phil Mulacek (see photo above), according to SEC filings.

In 2004, PNG Drilling Ventures invested more than $12 million in InterOil drilling, and then quickly turned around a sold a percentage of its investment for $3.2 million to Advisory Group Limited, which was affiliated with Bontan Oil & Gas Corp.

PNG Drilling Ventures still owns a 6.75% working interest in Elk-Antelope fields.

Because incorporation filings in Barbados are less than transparent, iBusiness Reporting has been unable to determine who's behind PNG Drilling Ventures.

No related-party disclosure was ever made.

Coming soon: More significant undisclosed related-party deals made by InterOil.

Disclosure: After uncovering information contained in this story, William Lobdell took a short position in InterOil. All facts in Lobdell's InterOil stories have come from public information.

Monday
May032010

More bad breaking news for InterOil: another delay in latest drilling and Mitsui on the hook for Gulf spill cleanup

As if InterOil Corp. (NYSE: IOC) isn't facing enough pressing problems (read about them here), two breaking stories today is making the company's month even worse.

First, InterOil announced yet another delay in its drilling program (read about it here) in Papua New Guinea.

And Mitsui, which many investors see as a potential InterOil savior, is gong to have its hands full (and oily) for a while. There's this breaking news about the BP oil spill in the Gulf of Mexico: "BP, Anadarko and Mitsui may have to pay as much as $12.5 billion before tax to control and clean up the oil spill, Sanford Bernstein & Co. analyst Neil McMahon said in a note to investors obtained by Bloomberg."

You can read about it here, here and here.

Thursday
Apr292010

More signs point to trouble for InterOil: cash running out; key report missing; Morgan Stanley down on new LNG plants; new warning issued; past mistakes in GLJ evaluations revealed

By William Lobdell

So close.

For a decade, InterOil Corp. (NYSE: IOC) has peddled the so-close narrative to investors: the company is so close to discovering commercial oil or gas in Papua New Guinea, so close to releasing an independent evaluation of its oil and gas finds from international heavyweight Netherland Sewell, and so close to announcing significant funding for its proposed liquefied natural gas (LNG) plant on the Papua New Guinea coast that InterOil says will cost a bargain-basement $5 to $7 billion.

This storyline of so close has served InterOil extraordinarily well, pumping up its stock price to dizzying heights (it closed at 68.70 Wednesday) even though the company has zero proven gas or oil reserves, leadership of questionable integrity, a long record of unfulfilled promises and missed deadlines, and (if commercial gas or oil is ever discovered) the need to build a 250-mile pipeline through dense jungle and a multi-billion dollar LNG plant though InterOil had trouble putting back together a tiny oil refinery.

InterOil promoters have clung to the so-close storyline like a lifeline, unwilling to be swept away into the river of historical and current evidence that shows exactly how risky it is to invest in this inexperienced company that has burned through hundreds of millions of dollars in cash and drilled more than a dozen wells in Papua New Guinea that have produced no proven oil or gas reserves but helped propel the storyline forward.

But, InterOil backers argue, the company’s latest two wells—these in the Antelope field—are different. And InterOil is so close to proving it.

Lately, a case can be made for an alternative so-close narrative: the company whose stock price has jumped in the past 12 months from 24.35 to 84.05, may be so close to having to give up its 10-year-old storyline of imminent riches.

iBusiness Reporting has assembled 10 signs that suggest, at the very least, InterOil is a company living on the edge and undeserving on its sky-high stock price that implies InterOil is a sure bet.

1. GLJ and InterOil have been (way) wrong before.

Much of the recent credibility given by investors to InterOil’s Antelope gas finds comes from two reports produced by Calgary-based GLJ Petroleum Consultants. In its latest evaluation, GLJ’s "best" estimate was the Antelope field held 873.2 million barrels of oil equivalents. (The reserves were classified as contingent, not proven reserves.)

Maybe GLJ or InterOil should have put an asterisk next to the findings. Though respected for its work with Canadian companies, GLJ has overestimated gas or oil reserves three times in recent years, underscoring the tricky nature of determining the size of resources under the ground.

Mistake No. 1: In 2003, then-named Gilbert Laustsen Jung Assoc. estimated that Ivanhoe Energy had 15.6 million barrels of "proven" oil reserves at a field near Shanghai, China. Ivanhoe had only pumped 235,000 barrels of oil from its wells before GLJ’s revised its estimate downward by 1.4 million barrels or 9% at the end of 2004, according to Ivanhoe's annual report.

About one year later, Ivanhoe announced it would stop the drilling and that the "proven" reserves had been overestimated by a whopping 79.6%. The error blamed only "lack of continuity in the reservoir … and also changes in the porosity and permeability of the reservoir as interpreted from the original logs," according to an Ivanhoe SEC filing.

Mistake No. 2: In January 2006, GLJ estimated Canada Southern Petroleum had "proven" reserves of 1.5 million barrels of oil equivalents. Ten months later, GLJ had to revise that number down by 19.8% (8.3% of which were due to "technical revisions") when Canada Southern went to sell those reserves.

Mistake No. 3: On Dec. 2007, GLJ estimated Canadian Superior Energy’s probable gas reserves at 8.7 million MCF. A year later, GLJ lowered the estimate by 12.6% because of a “technical revision.”

There's no way, for now, to check the accurancy of GLJ's analysis of InterOil's contingent reserves, but investors should know that GLJ has overestimated both proven and probable reserves in the past.

And then there’s InterOil’s 10 years of hyping gas and oil fields in Papua New Guinea that have never produced any commercial gas or oil. (Backers of InterOil always seem to skip over this sobering fact because it would break the narrative.) For instance in 2002, InterOil released a press release stating it "believes it has discovered a new oil system in the Eastern Papuan Basin, based on the presence of hydrocarbons in Pale Sandstone cores from two stratigraphic wells." Turned out, that "oil system" didn't exist.

The list of wells that InterOil has drilled, often hyped and then abandoned include:

  1. Stanley-1: "The well identified 12 to 13 metres of gross pay of which 9 to 10 metres (31 feet) is considered to be net pay of good reservoir quality and potential deliverability."
  2. Triceratops: In December 2005, Interoil stock skyrocketed 50% on positive drilling prospects on the Triceratops well. Three weeks later the well was plugged and abandoned and the stock dove 40% in a day. (Source here.)
  3. Subu.
  4. Subu-2.
  5. Moose-1: "The contingent resource best estimate is 118 million stock tank barrels of oil ..."
  6. Moose-2: "... will be used to appraise the previously identified limestone target where multiple oil shows ..."
  7. Rhino: "... potential of 1,000 million" bls.
  8. Sterling Mustang: "... need a bigger rig."
  9. Black Bass: "... very encouraging gas flows during drilling."
  10. Elk-1: "We are very encouraged by these early test results..."

2. InterOil’s Netherland Sewell report is MIA.

GLJ's past mistakes might not be that much of an issue if it weren't for the "Case of the Missing Netherland Sewell Report."

In March 2007, InterOil CEO Phil Mulacek told attendees at a Raymond James conference in Orlando, Florida that three "world-class" firms were in the process of performing reserve analysis on InterOil gas fields. Mulacek named one firm, the iconic Netherland Sewell, stating that InterOil had hired the company, according to a reliable source.

This news of an imminent evaluation from Netherland Sewell was frequently mentioned in fawning investor reports by Raymond James and on blogs and message boards promoting InterOil.

But the report never came.

About 17 months later, Mulacek indicated in a conference call to investors that an international firm hired by InterOil would finish its reserve analysis report by the end of October 2008.

Again, the report never came.

So what happened to the Netherland Sewell report? Netherland Sewell nor InterOil will comment. And since InterOil is never shy about releasing good news, this should be worrisome to investors.

3. Cash is running out. Fast.

By Dec. 31, 2009, InterOil had just $46.5 million left in cash and equivalents, not a lot of cushion for a company that has burned through hundreds of millions of dollars trying in vain to find commercial gas and oil in the remote jungles of Papau New Guinea.

Drilling with a single rig, InterOil spent $91.7 million in 2009 for "expenditure on oil and gas properties," according to its annual report. In its current gas field, InterOil has spent about $107 million drilling just two wells between October 2008 and December 2009, according to company filings. That’s more than $53.6 million per well, making them two of the most expensive standard onshore wells ever drilled.

There’s other evidence that the company is strapped for cash. In recent court testimony, InterOil CEO Phil Mulacek and his attorney said that even a $50 million judgment in a massive fraud lawsuit against him and the companies he controls would be "devastating" and spell the end of InterOil.

In InterOil’s 2009 annual report, it stated that revenue from its refinery and other operations "will not be sufficient to facilitate further development of the Elk and Antelope fields, condensate stripping plant development, and the liquefaction plan development. Therefore the company must extend or secure sufficient funding through renewed borrowings, equity raising and/or asset sales to enable sufficient cash to be available to further its development plans."

Adjusting for one-time accounting measures, InterOil is averaging a cash-flow burn of about $15 million per quarter, meaning that without new sources of cash, the company will run out of money before the year’s end.

4. Morgan Stanley, a major backer of InterOil, says now is not "an ideal time" for new LNG plants.

Though Morgan Stanley analyst Evan Calio has become one of the largest promoters of InterOil stock, his company's own gas analysts covering the Asia/Pacific region say now is NOT the time to build in liquified natural gas (LNG) plant, which is needed for InterOil to monetize any gas it may find.

"Unfortunately, the global gas market is glutted, and this heightens valuation risk for undeveloped gas. In our view, this is not an ideal time to be launching new [LNG] projects, and either prices or volumes will have to give ground," wrote the gas analysts at Morgan Stanley in a report titled "Australia Oil & Gas."

They continue: "Global gas markets are glutted and, in particular, there is a large amount of LNG floating around that is not backed by bespoke utility buyers. In our view, it is not an ideal time to be launching new projects and would-be developers face more competition today than they did a few years ago."

And there's this from another natural gas expert:

Chakib Khelil, speaking before a meeting in Oran of the Gas Exporting Countries Forum, of which he is president, said the glut had led to a drop in prices to which the group was trying to find solutions.

Amid a recent drop in demand, "the spectacular development of non-conventional gas production...[in North America] seems to be sustainable" due to technology, Khelil said. This will "generate idle capacity in regasification."

He added that new LNG capacity "will clearly contribute to exacerbate the excess of LNG already in the market," and singled out Australia as adding to this new capacity.

Qatar has also expanded its LNG market share in Europe thanks to new production.

Khelil said the ramp up in LNG and US non-conventionnal gas came as "demand in major consuming countries has for the first time in recent history dropped significantly in 2008 and 2009."

"Forecasts for the next five years are rather worrying as they display only very weak growth," he said.

By the way, in his April 15 report, Morgan Stanley's Evan Calio listed reasons why he believes InterOil's stock is undervalued. He wrote (emphasis added): "Largest exploration land position in PNG with over a decade of drilling experience." Is Calio referring to InterOil's "decade of drilling experience" that has turned up no commercial oil or gas as a strength? He is kidding?

On the risk side, Calio fails to mention the massive fraud lawsuit against InterOil CEO Phil Mulacek and the companies he controls that so worries Mulacek that he recently filed for a bad-faith bankruptcy in an attempt to derail the litigation (here and here).

5. InterOil hasn't been able to find a partner for its proposed LNG plant willing to put up significant cash to get it built.

Since 2005, InterOil has talked about plans of building a liquefied natural gas (LNG) plant in Papua New Guinea in order to monetize any gas find. Using unnamed sources, news articles and Internet sites have repeatedly reported that InterOil was so close to signing LNG partnerships with various countries and/or world-class companies.

But a half-decade after first floating the idea (and in a year that InterOil is running out of cash), the company has landed no signficiant cash deals from an LNG partner.

6. New tough questions from old friend.

Earlier this month, InterOil did sign a deal with Japanese giant, Mitsui, to "jointly operate and fund the preliminary works involved to develop a proposed condensate stripping facility ... at InterOil’s Elk and Antelope field site."

If Mitsui decides by Dec. 31 not to continue the partnership, InterOil will have to pay back all of Mitsui's costs. No cash for InterOil; no risk for Mitsui.

Wall Street didn't think much of the long-awaited agreement; since April 15 when the deal was announced, InterOil's stock has dropped 15%.

Raymond James, one of IOC’s biggest cheerleaders over the years, put out a report April 21 to investors that poses four tough questions about InterOil’s agreement with Mitsui.

  • Will there be a firm agreement?
  • What multiple will be placed on the resource?
  • Will InterOil receive cash upfront?
  • What are the partner’s capabilities?

To us, this represents a new cautiousness in Raymond James’ coverage of InterOil. In the past, it's been so relentlessly flattering that one analyst covering the company was hired a few years ago to be InterOil’s director of investor relations.

7. InterOil has included an ominous new warning in its most recent annual report.

Papua New Guinea is one of the world's most corrupt countries, according to Transparency International, more corrupt than Ethiopia, Columbia, Zimbabwe, Pakistan, Kazakhstan and 150 other countries. Even Venezuela, whose government nationalized the oil industry, ranks only slightly more corrupt than Papua New Guinea.

Now, InterOil warns in its latest annual report that the company needs to worry about "landowner disturbances" on its property (new language in bold), a problem encountered by other oil and gas companies doing business in Papua New Guinea.

While we believe that we have satisfactory title to our properties, some risk exists that title to certain properties may be defective or subject to challenge. In particular, our properties in Papua New Guinea could be subject to native title or traditional landowner claims, which may deprive us of some of our property rights that consequently may have a material adverse effect on our exploration and drilling operations and our development projects. In addition, landowner disturbances may occur on our properties which disrupt our business in Papua New Guinea.

8. If InterOil finds commercial gas, its business plan calls for the construction of 250 miles of pipeline through some of the densest jungles on Earth and an LNG plant it says will cost just $5 to $7 billion.

In recent court testimony, InterOil officials said a 250-mile pipeline through the jungles of Papua New Guinea would cost nearly $1 billion. And that's not taking into account what could happen with "landower disturbances." 

And then there's InterOil's proposed LNG plant, which InterOil projects will cost between $5 and $7 billion. (Exxon and its partners estimate the price of its LNG plant in Papua New Guinea will be $15 billion.) InterOil claims it can build its LNG at less than half the cost of Exxon's because of location and infrastructure advantages.

Will InterOil be able to construct, on time and budget, a 250-mile jungle pipeline? And how credible is InterOil's plan to build an LNG plant at less than half the price of Exxon's? We can only go by InterOil's track record.

InterOil has had experience with its small oil refinery. In 1994, Phil Mulacek got some investors to pony up $2 million to buy a shuttered refinery in Alaska that Chevron deemed obsolete and basically unsellable. In Mulacek's prospectus, he said that the refinery could moved to another county and be running by the end of 1995.

"As proposed, this should allow the recapture of all project equity within one year of start-up operations," he promised, and after after two years, the $2 million investment could be "worth up to $118 million."

It wasn't until 2002 that the first pieces of the refinery even arrived in Papua New Guinea, and the refinery didn't produce its first drop of gasoline until 2005, nearly a decade late. In the meantime, InterOil had lost tens of hundreds of millions of dollars.

9. For InterOil's story to be true, more experienced companies would have had to miss or pass on these "world-class" finds.

Over the years, oil and gas companies have held the leases to the same land in Papua New Guinea where InterOil claims to have made “world-class” discoveries. How did InterOil find commercially viable resource that other companies—with far more experience—overlooked?

There are a couple of explanations. First, it could be that InterOil hasn’t found any commercial gas, as it happened with the company's first 10 tries. Many critics believe that while natural gas is plentiful in Papua New Guinea, commercial gas is a much more rare commodity—and that InterOil's 12 years of drilling have demonstrated this.

Second, the other exploration companies found a healthy supply of natural gas, but getting that resource out of a remote jungle 250 miles from the coast didn't pencil out. Again, many of InterOil's critics believe its doubtful that InterOil can find enough commercial gas to make the construction of the 250-mile pipeline and multi-billion-dollar LNG plant economically viable.

You can read more here.

10. Insider selling was brisk last month.

At a time when InterOil is so close to making huge news (confirmation that its sitting on a world-class commercial oil field and signing of a major partner that brings cash to build the LNG plant), there sure seems to be a lot of insider selling. Canadian security filings show InterOil insiders dumped $9.7 million in stock last month. The timing is curious.

Disclosure: After uncovering information contained in this story, William Lobdell took a short position in InterOil. All facts in Lobdell's InterOil stories have come from public information.

Tuesday
Apr202010

Despite Medifast's incredible scenarios, more than 50% of its independent sales people make less than $100 a month

  • Actual numbers even more grim for 'health coaches' because Medifast leaves out of its 'average' associates who make $0 to $25 per month
  • At top of the pyramid-style sales model for Medifast's Take Shape for Life, the median monthly pay for .02% of the sales force is a whopping $49,000
  • Recruitment of 6,000 'health coaches' has fueled Medifast's rapid rise during the recession when other weight-loss companies have faltered
  • The question remains: will this sales model, in which the majority of the sales forces makes little or no money and new recruits are crucial, continue to work?

By William Lobdell

Dr. AndersenIn a recruitment webinar now being used by the founders of Medifast’s (NYSE: MED) Take Shape for Life program, prospective “health coaches” are told about an extraordinary opportunity: by selling diet products and recruiting other citizen sales associates, they could—with some hard work—live an “entrepreneur’s fantasy” of incredible riches and oodles of free time.

Dan BellAnd even the "hard work" part for these independent sales people appears to be optional. Take Shape for Life co-founders Dr. Wayne Andersen and Dan Bell claim in the webinar that health coaches could put in as little as 30 to 60 minutes a day and still earn $35,000 annually.

“This is not pie in the sky,” said Dan Bell, a global director for Take Shape for Life, at one point during the roughly hour-long webinar. “This is not hype … this is the truth.”

A slide from Medifast promoters that shows how "health coaches" can allegedly make $35,000 annually by working 30 to 60 minutes a day.

This pitch, and others like it, have helped—during the recession—recruit an army of independent sales people. And in turn, Medifast has seen a rapid income growth and rise in its stock price during an economic dip that has decreased sales for its competitors in the diet industry. Those companies, such as Jenny Craig, NutriSystems and Weight Watchers that rely on traditional sales models, have found that consumers cut down on meal replacement and diet products when personal budgets are tightened.

But Medifast's stock rose 800% (from 4.24 to 33.23; it closed by 29.89 Monday) between the start of the second quarter 2009 and year end 2009 on soaring income increases generated by its health coaches, or independent sales people.

How did Medifast buck the industry trend during the recession and get 100% income increases in its Take Shape for Life program? The lure of riches generated by multi-level marketing.

Medifast claims now to have about 6,000 health coaches, about double the number from the year before. And in the webinar, Dan Bell predicted that the company will have an astonishing 80,000 health coaches by 2012.

Despite being an obvious multi-level marketing operation, as defined by the Federal Trade Commission and others, Medifast and Take Shape for Life officials work hard to avoid the label, perhaps in part because it might tip off investors that the company's recent sales increases would be difficult to maintain over time (and when jobs return to the economy) and also because some multi-level marketing efforts are often labeled pyramid schemes destine to collapse once the pool of new recruits dries up.

How financially successful are most "health coaches"?

Using Medifast's own figures for January to June 2009, you can see that behind the fanciful sales pitches to prospective health coaches and its growing independent sales force are weaknesses you'd expect to find in a rapidly expanding multi-level marketing sales operation. 

For instance, the monthly median check for more than 80% of active health coaches is less than $370 (this would barely cover the costs of Medifast's basic weight loss products for one person).

Worse, the median check for more than half of active health coaches is less than $78, meaning more than 50% of active health coaches are losing money if they purchase their own Medifast products (as encouraged) and market their business.

In the webinar, the promoters of Take Shape for Life also tell recruits that in two to five years, they could be making more than $25,000 a month. But in reality, 99.8% of the active health coaches have not reached the level where they are making $25,000 a month or more, according to Medifast figures.

And only .67% of the Take Shape for Life sales force take home a median check of more than $12,000 month. 

Promoters tell potential recruits that the average monthly check for an executive director, seven rungs up the sales ladder, is $3,200. What they don't reveal is that nearly 90% of active health coaches (this doesn't take into account everyone who has signed up for the sales program) haven't made it to the executive director level.

In the webinar, Bell and Andersen use two hypothetical income examples, one with a health coach earning $56,000 annually and another with a health coach earning $112,000 annually. Neither Bell and Andersen disclose that just 4.25% of active health coaches are at a level where the median monthly check would come close to an annual income of $56,000. And 1.25% of the active health coaches are at the level where the media monthly check would translate into an income of about $112,000.

The actual income figures for health coaches are even more grim because Medifast, in its public figures, leaves out of its "average" associates who make $0 to $25 per month, leaving the obvious question to prospective health coaches and investors: Why?

In the webinar, Dan Bell assured prospects that Medifast has a "very low" attrition rate of health coaches. This despite the fact that more than 50% of Medifast's active coaches earn less than $100 per month, according to company figures.

Most multi-level marketing companies have an attrition rate of 50-70%, according to Robert L. FitzPatrick, an author and expert on multi-level marketing.

Meanwhile, at the top of the pyramid-style sales chain, the median monthly check for Take Shape for Life global directors such as Dan Bell, who account for just .2% of active coaches, is more than $49,000. That translates into an annual income of $588,000. Medifast does not release the percentage of the income of global directors--or other levels of health coaches--that comes from retail sales versus overrides and bonuses from sales people in their network. Again, why?

On his website, Dan Bell said he's developed the largest sales organization within Take Shape for Life. The largest monthly income for a Take Shape for Life global director between January and June 2009 was $116,000, which would translate to an annual salary of nearly $1.4 million.

In FitzPatrick's report commissioned by the Fraud Discovery Institute, he concluded that:

Medifast should now be properly described not as a diet or meal replacement company, but rather as a multi-level marketing scheme that primarily markets a “business opportunity.”

... Effectively, the pyramid selling scheme based on the lure of income to consumers from an endless recruiting chain, is being leveraged into the securities market. 

In February, soon after FitzPatrick's report was released, Medifast filed a $270 million lawsuit against the Fraud Discovery Institute and FitzPatrick, and William Lobdell and others who published the findings of the research.

'We are not multi-level marketing in any form'

Medifast officials avoid the term multi-level marketing when describing its Take Shape for Life business model. On a website called the "Health Coach Training Center," there's a link to a document titled, "Why We Are Not a MLM [multi-level marketer]." The link is broken, but a copy of the document that bears Dan Bell's signature has been cached on the Internet. 

Here is some Bell's advice to health coaches on how they can shake the multi-level marketing label while recruiting others to sell for Medifast:

It is up to us to “frame” our business to potential HCs [health coaches] or HCPs [heath coach prospects?] so they are not left with the perception that we are in some way a Network Marketing or Multi-level Marketing business ...

Obviously we are not multi-level marketing in any form (hybrid or not). To even be compared to those businesses really drives me crazy. I am not tying to parse words or be cute like calling a car a jet when it indeed is a car.  But, we are very different from those kinds of businesses. (We are not in even in the same genus, let alone species!) 

So, let me share how I like to “frame” it: 

We are a professional health services company.

... We are client focused and not recruiting (of HCs) focused. This is a big distinction between us and MLMs.

... Here is suggestion to add to your repertoire the next time someone says something off the wall like this is an MLM … 

... Simply say to them in an incredulous way, “What in the world gave you that idea? Is that what you think this is? (and subtly laugh) Oh, that’s too funny… well, I guess I haven’t done a very good job at explaining what it is that we actually do if you think THAT we are an MLM! Let me tell you EXACTLY what we are. We are a professional health services company…etc.” 

Once you get someone to understand that we are teaching people how to first lose weight and then second how to live the BeSlim lifestyle, there is no way a person could think this is an MLM. 

FritzPatrick's illustration of Medifast's Take Shape for Life sales model.

FitzPatrick, among several critics, claims the sales program behind Medifast's Take Shape for Life program "manifestly meets the pyramid definition" because of these characteristics:

  • Gaining a position on the Take Shape for Life pyramid pay plan requires a payment of between $100 and $300. Each coach would also purchase ... marketing materials and possibly attend the TSFL annual convention, with a registration fee of $250 plus all travel and accommodation costs. 
  • The coach likely purchases the TSFL meal replacement diet products which cost approximately $300 per month. 
  • The new salesperson is lured with claims and testimony of high income potential of $8,000 to $25,000 or more. 
  • The pay plan pays far more – per sale – to those who recruit other coaches than to those who actually sell products to consumers, and the greatest share of all commissions is transferred to those in the top positions of the pyramid. 
  • The pay plan leverages 10 expanding levels of coaches on a five-recruit-25-recruit-125, etc. plan.
  • Bonuses are nakedly paid up front for recruiting new coaches. [The Federal Trade Commission warns: "Steer clear of multilevel marketing plans that pay commissions for recruiting new distributors. They're actually illegal pyramid schemes."]
  • Every new coach is authorized to recruit others, with no limit and no control on  saturation. Each coach is offered financial rewards to expand the number of “competitor” salespeople!

Medifast graphic that shows how you can gain more income by recruiting "health coaches" than by selling products.

The Federal Trade Commission's definition of a multi-level marketing company is one that:

distributes products through a network of distributors who earn income from their own retail sales of the product and from retail sales made by the distributors’ direct and indirect recruits. Because they earn a commission from the sales their recruits make, each member in the MLM network has an incentive to continue recruiting additional sales representatives into their “down lines.”

Though Medifast fits the Federal Trade Commission's definition of a multi-level marketing company, the company refers to its Take Shape for Life sales model as only "direct selling."

Whether Medifast needs to disclose it's a multi-level marketing company to prospective independent sales people and investors is a matter of the Securities and Exchange Commission. According to SEC regulations, it's illegal ... "to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading ..."

Disclosure: After reporting the facts in this article, William Lobdell has taken a short position in Medifast. All information obtained for this story is public record. Finally, Lobdell has been named as a defendant in a lawsuit filed by Medifast.