Re: Questions and Observations - SophieGirl
posted on
Oct 15, 2006 12:07PM
I'll only speak to the things where I am not ignorant.
You ask:
"Has PTSC ever won a court case/arbitration case or a settlement with anyone?"
Yes. AMD. Plus, there were many other instances where settlements were reached by the company, and one must acknowledge that the company must have considered those settlements as "wins", in the prudent conduct of business, or they wouldn't have signed on the dotted line. They were settlements/compromises. Perhaps the more pertinent question is "has PTSC ever lost in court?". Answer: NO.
An example is one thing resulting from the settlement with TPL. Prior to that settlement, patent '336 was referred to as the "Fish Clock". Subsequently, per the settlement, that patent was combined with the other nine involved and referred to as the "Moore Microprocessor Patent Portfolio". The Fish contribution, which PTSC owns, is not even acknowledged. Now, was that a "loss" for PTSC? IMO, no, they lost nothing tangible. But it was apparently very important to TPL, so they let 'em have it towards making the deal. And where would we be now if that deal, the settlement, hadn't been accomplished because PTSC refused to "give" on this point?
You say:
"The companies overgenerous profit sharing and 401 K. participation is outrageous. The 401(k), the Company matches 50% of the employees contribution, which is capped at 6% of his compensation. As I read this. The participant’s compensation is not limited to his salary.?"
The company's 401(K) plan is in line with industry standard. It isn't "overgenerous" at all. In my 20 years of employment with four different companies, this was the 401(K) plan - exactly as is PTSC's (though one of my employers dipped the cap to 5% of salary during difficult times). Per 401(K) plan rules, it can only be applied against base salary, plus any overtime. It cannot be applied against bonuses or any other compensation. There is also a cap imposed per 401(K) rules. I don't know what it is now, but I do know that at one time it was capped at $15K (i.e., the combined company/personal contribution with tax-deferred treatment was capped at $15K). I KNOW this, because I hit the cap and my paycheck got smaller because I then had to pay taxes on contributions for the remainder of the year. I don't know what the cap is now, but I doubt that it's over $25K.
You say:
"It is my guesstimate that the Fish trust will be settled out of court for somewhere between 50 million and $100 million. If we are lucky it well be paid in installments.
Mr. Giffhorn’s claim for damages of approximately 4.5 million against the company, in my opinion, may not have much merit, but I will wager that the company will settle with him for in excess of $1 million, plus his legal fees."
Do you have any basis for coming to these conclusions? Anything? I respect your right to voice your opinion, but usually opinions are based on something known, otherwise the proper response is "I don't know and therefore have no opinion".
You say:
"Warrants, have been misused in my opinion to the extreme."
Now I don't know any investor (other than S&L LOL) that is happy about the warrants situation. But what was the alternative? Bankruptcy? Out of business? Where would the company be now? (non-existent). So "misused to the extreme", I think not.
You say:
"The formation of Phoenix Digital to my understanding made no economic or accounting or tax sense at all. The only thing it accomplishes as I see it is to place some associates on the payroll. PTSC & PTL are obligated to maintain working capital for Phoenix, "at the discretion of Phoenix". This has to be close to insanity.
And if one uses one’s imagination in the last paragraph of page 94 in the notes. One might easily suggest that the real reason was circumvention of arm’s-length. I am not claiming that, for I do not know. It just does not make sense to me, in less somehow it sheltered, the partners or provided A vehicle for arm’s-length transactions. I guess I just don’t understand."
Read the last sentence of each paragraph. If you acknowledge that you don't understand, how can you conclude that it's close to insanity? I'm not claiming to fully understand this, but can think of several "positives" and "negatives" to having formed Pheonix. The biggest benefit is from an accounting perspective in that it forms of clear boundries for income and expenses associated with the unified effort of pursuing infringers of the jointly-owned MMP. Would you rather just have TPL handle it, and possibly suffer due to TPL "intermingling" costs assciated with their other endeavors with those of executing the MMP? Likewise, would TPL want PTSC to handle it, and possibly intermingle costs assciated with actions regarding I/I? From a Contracts view, the formation of Pheonix also has several benefits (even if executive authorities from both TPL and PTSC must ultimately sign each settlement contract). Also keep in mind that Pheonix is the employer of T&T, the legal team (though both PTSC and TPL are supporting the efffort).
Finally (the last item I'll touch on), you say:
"If High salaries, generous option grants, 401K , profit sharing and other benefits are keeping the six people employed from owning less than 1% of the companies stock. So be it. It is not the way I manage companies."
I don't see where the way you, or anyone, manages companies has anything to do with it. This is a personal choice by the people involved. Though I do have some concern that they aren't investing more of their own money into the company (demonstrating a seeming lack of confidence), I can easily understand it. The company is their employer, which is one big vested interest, plus they do receive their options, providing a greater vested interest. And then there's their 401(k) match, which is probably in the form of company stock - another vested interest (something that used to piss me off with my past employers, where the 401(K) company match was in the form of company stock and, while immediately vested, you could not "move" that money to other investments within the plan for a minimum two years. I was already investing my work time in the company, and I HAD TO further invest a part of MY 401(k) money in the company too?). I can't get too excited about this, as most people prefer to diversify their work time and financial interests.
I hope you take this reply as given, and respond as appropriate (which doesn't include personal attacks, ignoring everything I've questioned towards meaningful discussion, or suggesting that I think I'm better than you - as this would not constitute a "response").
All these things I KNOW.
SGE