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Message: Dang it - Conflicting Logic!

Dang it - Conflicting Logic!

posted on Feb 28, 2008 08:30AM

WARNING - LONG WINDED POST FOLLOWS!!!

On one hand, there have been 41 licenses signed to date. However, the ONLY ones that were accompanied by an NDA and/or a share buyback "black out" are the four licenses sold to the J3, NEC Electronics America, Mastushita, JVC, and Toshiba. It had never happened before, and the other licenses that have been sold during this time, are simply affected with these same conditions becuase of when they were sold, NOT because they are subject to NDA's themselves (one has to presume).

Considering the previous 30 licenses sold include licenses sold for values of up to $31.6M and several for over $20M, with 2 of those licenses including members of the original lawsuit, IMO one then has to ask WHY ARE THESE FOUR LICENSES SO DIFFERENT? Considering TPL/PTSC's stated desire to keep the license fees as one-time payments, IMO, the first and most obvious reason for the NDA is because of the value of these particular settlements. On the one side, you'd assume that the J3 would want them kept hush hush if they were extraordinarily high, compared to other license signings that preceeded them, as exposing such would show that the J3 made a poor financial decision in not settling earlier, which opens them to criticism from their shareholders. From the pro-PTSC camp, that seems to be the most logical, and would be indicative of great numbers. Considering Fujitsu settled for $31.6M, you'd have to assume $40M or more, and maybe much more, from each of the J3).

On the flip side, TPL/PTSC could have wanted the values/terms to be kept hush hush, so as not to set a threshold (high or low) that would impact other negotiations, afterall, we know there have been ongoing (nearly 18 months in some cases - hard to believe that it's been that long but look back at what PTSC/TPL has said about noticed companies and companies in discussions). That does not mean that the reasons stated in the paragraph above aren't the real reasons, but you can argue that if the numbers were so good, TPL would want them known to really demonstrate the value of the MMP, and that it would be smart for those companies still negotiating to settle. So an argument could be made that the NDA was to TPL/PTSC's favor so as not to expose a relatively low settlement fee until absolutely necessary.

Now from my perspective, the reason I would discount that logic is that in previous quarters and license deals, the amounts were not disclosed until the next 10Q anyway, though there was a blurb in the subsequent events section that showed post quarter closing, pre 10Q filing events. An NDA to avoid the subesequent events section seems very unlikely to me as that, to my knowledge, is not a requirement, so they could've simply left it out. Maybe someone more knowledgeable can comment on that. TPL/PTSC could've issued a simple typical licenses PR, announcing the settlements, left the subsequent events section out of the 10Q, and proceeded on with business. Obviously that wouldn't have precluded the J's from revealing the license fees paid, so I suppose there is a hole in the argument from that standpoint, but they should've been able to agree to a deal with the J's where the numbers weren't disclosed, WITHOUT, all of these othere trading restrictions and the very muffled PR that was issued by PTSC. So IMO, the trading restrictions and the tone of the PR note regarding the settlements, seems to counter the idea that TPL/PTSC was the instigator of the NDA, as it seems overly restrictive to be to TPL/PTSC's benefit.

So based on that train of thought, it certainly seems most logical, IMO, that the NDA was a J3 condition, due to an exceptionally high (relative to previous licenses) license/settlement fee.

ON THE OTHER HAND (don't you hate that!)

It has NEVER been my experience that silence from a public company is a good thing. Coupling that with dismal pps performance, that silence is typically extra-true. When I say silence, I don't mean about the J3 settlement, I mean about the rest of the company's business. While it's true, license deal PR's have been announced regularly, and a shareholder letter has been released, other things that were "scheduled", like JT's monthly article in EDN, hasn't happened for 2 months. There's been no replacement for the retired Chairman announced or even commented on, nor has there been other typical commentary in public venues (Wall Street Trascript type interviews, etc.), that seemingly would not be subject to the NDA provided they discussed no aspects of the settlements. All of this in an environment where the shareprice has been cut by nearly 60% from the date of the settlements. While it can be argued that the settlements provided adequate cash that the shareprice is temporarily irrelevant to the company, I can think of NO SITUATION, in which a low shareprice is helpful to a public company.

A concern that bothers me at times, is that somehow PTSC shares are being a) either included in the license deals in some fashion or b) being touted during negotiations as something the licensee should purchase as with them so low currently, the coming appreciation will help defray the high cost of the license fee TPL/PTSC is seeking. As I think this would be highly shady, and probably illegal, I would suspect PTSC would have no part of such an arrangement, but with the pps where it's at and the compnany's lack of any public attempts to influence the pps, it leaves windows for speculation of the worst, especially when my experience would dictate that a silent company is typically a company struggling or in trouble. Don't get me wrong, I'm not espousing that idea, but simply trying to reconcile concerns with what I consider logical thoughts at both ends of the spectrum.

Another reason for a low share price would be if there was a concerted attempt to take the company private, or to sell it to a company in a friendly takeover. While this would be contrary to the interests of the shareholders, considering this is an OTC company, and there is probably plenty of cash in the coffers, there is incentive to and opportunity for those who do control the situation to orchestrate a situation that would technically be legal or at least legally defensible, AND that would put much of that cash into the pockets of some of those involved. This is contrary to the idea that PTSC is "clean as a whistle" and in my opinion would be complete betrayal of the shareholders, so I would discount it heavily, but with the history of scandal in the market, especially over the last decade, it's hard to dismiss completely when I wax cynical. That being said, considering JT's reputation, (at least what I can find about him), and others that have been / are involved, the un-cynical parts of me CAN dismiss it.

Considering the mystery will hopefully be unravelled in less thatn 6 weeks, and taking into account the big picture, if I HAD to make a conclusion (which as a long investor I do), I'd have to logically conclude that the preponderance of the evidence/logic would dictate that these J3 settlements were of such a magnitude (I'm not saying hudreds of millions, but comparing them relative to other license deals) that the NDA is to the J's benefit, though with some benefit that maintaining the mystery provides to TPL/PTSC in ongoing negotiations. And that the resultant pain caused to the pps is a by-product that PTSC has decided is worth the temporary pain.

But I sure wouldn't mind some public sightings of JT and the BOD walking down the street whistling, jingling the gold coins in their pockets....lol!

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