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Message: Why the 5% additional dilution since the 10K filing?!

Why the 5% additional dilution since the 10K filing?!

posted on Sep 15, 2008 08:36AM

Has anyone come up with an answer as to where the 20M shares additional dilution since the 10K filing that has been revealed to us in this Proxy? The Proxy date says it's as of 8/29, so it should NOT include the shares used for the Crossflo deal. I've written IR asking for an explanation, but if anyone has already or undertands where these 20M shares (that's 5% of the OS!) went, please share.



As for getting additoinal shares authorized, I'd echo the concern that until we get additional visibility into the deals they have been cut already, and what their impact is and will be to PTSC's bottom line, future earnings potential, and operational structure, it's a bit difficult to give THIS BOD a blank check with which to work ADDITIONAL deals.



Also, I find it bad form at best that the FIRST item of business listed is the INCREASE in the Options plan to DOUBLE what the existing authorized shares are, and a nearly 50% increase in the amount that it was previously requested to be increased to (previous was 7M I believe). Perceptually, IMO it can be taken to represent the focus of this BOD and management team in that they've put their interests before all others, INCLUDING the company's sinced the increase in authorized shares is listed AFTER the Option shares. In reality, obviously it doesn't mean that, but all things considered, they should have made the effort to be sensitive to that perception.



Certainly, considering the share price continues to decline rather than increase, the market is NOT sold on what RG's doing. I think that amounts in large part if not completely because of the lack of visibility into the earnings results and the potential of their business operations. To date, they've been able to chalk that lack of disclosure to the volatiliity of MMP revenues and the idea that disclosing more about these deals is detrimental to future deals. Now that they have consumated some additional deal that will presumably bring additional revenue streams to the company, these (per RG's own stated goals) are somewhat "predictable" and that predictablilty is one of the main reasons that RG is purportedly pursuing these acquisitions. While I know it's very early in the Crossflo, Avot, and NuPower integration process, I would hope that prior to the Annual Meeting and the voting on these business items, RG and the BOD will provide some transparency into these deals that they HAVE made, and some visiblilty into what they represent with respect to the future revenue and profits to PTSC. Otherwise, I personally will hesitate to support the additional shares and would oppose the options plan increase until it is provided.



While I'm not a big fan of Jim Cramer's, he made an interesting comment this morning regarding Lehman's lack of ability in attracting a buyer. He chalked much of that up to their lack of disclosure in their financials. Obviously, PTSC is no Lehman Brothers, but the point, IMO, is a UNIVERSAL point with respect to public companies. BUYERS WANT TO KNOW what it is they're buying, and until PTSC can provide some concrete idea, it will be difficult for new buyers to take that chance. Without that concrete info, IMO they will instead unfortunately focus on the negative perception created by requests to increasing the authorized shares, and the disproportionate increase in the Options Plan.


RG has been much better at communications than his predecessors, but not good enough to affect the market's perception of PTSC. I hope that he will take this next month to improve on that and bridge the gap.

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Sep 15, 2008 10:06AM
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