Conflicting messages from more than CJ
posted on
Mar 24, 2011 12:17PM
From the website (Investors)
Patriot's current focus is to utilize the licensing proceeds to transition the Company into an operating company through M&A activity focused on opportunities in the software, networking and wireless technology sectors. In addition to M&A, the Company is evaluating selective expansion of Patriot's IP portfolio by acquiring new IP and also the pursuit of minority investments, undertaken as a strategic investor, in certain early-stage revenue or technology ventures that currently do not support a full acquisition decision, but that represent a technology or capability of interest to Patriot
From the recent 10Q (pgs. 23-26)
On August 31, 2009, we initiated an arbitration proceeding before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement alleging they provided false representations and warranties in the Merger Agreement and alleging nondisclosure of information about Crossflo during the due diligence process leading up to the merger. Those three principal officers deny our claims and have filed counterclaims. The arbitration is scheduled to begin July 6, 2011.
Pursuant to the acquisition of Crossflo, we have agreed to indemnify the former owners of Crossflo for certain claims or losses resulting from any untrue, allegedly untrue or misleading statement made in a registration statement, prospectus or similar document.
Bonuses
During the quarter ended November 30, 2010, a retention bonus program was implemented to be paid to individuals who remain with PDSG until February 29, 2012. The projected liability for such bonuses is $90,000. This liability is being accrued ratably over the retention period.
All PDSG sales were to unaffiliated customers within the United States, with the exception of a hosting arrangement with a customer in Japan.
On October 5, 2009, we announced a reorganization of PDSG and our management. On January 25, 2010, we sold the Iameter assets and during August 2010, we sold the Vigilys business line. As a result of our reorganization and PDSG’s continued inability to meet its business plan, we have incurred impairment charges for our intangibles and goodwill in the PDSG segment of our business. We continue to fund the day to day operating costs of PDSG while continuing to reduce expenses. Our merger and acquisition activities have ceased since our October 2009 reorganization.
Cash shortfalls and liquidity issues currently experienced by PDS and TPL, and continued negative cash flows incurred by PDSG, will have an adverse effect on our liquidity. Accordingly, we are in the process of examining alternatives that could allow for the partnering or divestiture of PDSG. If successful, these measures may provide for a further reduction in expenses and cash use, or additionally in the event of divestiture, cash proceeds.
Management’s plan of restructuring on October 5, 2009 and the continuing inability of PDSG to meet its business plan were indicators of potential impairment on our intangible assets. Accordingly, at November 30, 2009, management determined that intangibles were impaired by approximately $3,530,000 (pg.30)
In early 2010, Gloria wrote to an investor and said that 120 days was needed to make a decision regarding Crossflo.
It is now March of 2011 and still no decision has been made, however, pursuant to the most recent 10Q the company states that they are in the process of examining alternatives for partnering or divestiture of PDSG and yet they implemented a retention bonus program through Feb 2012. Gloria owes shareholders an explanation for leading us on about her declaration in 2010, that only 120 days was needed to make a decision. Crossflo does not appear to be the primary focus for generating revenue as stated on the company website. Why the retention bonus for another failed M&A?
The 10Q also mentioned something about a hosting customer in Japan. Has there ever been a PR about this customer and in view of the current disaster in Japan, how may this effect that hosting arrangement?