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Undervalued Dog, Volume 3, No. 12, April 13, 1998
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Recent Price: $0.50-0.56/share Daily Average Volume: 88 K 97 EPS: $0.09/share (loss) Estimated 1998 EPS:$0.30/share(at a full dilution basis after the merger) Trailing PE:1.7 Industry Average PE:51.3 Div/Shr: None Yield: None 52-week Range: $0.313-1.034/share Outstanding Shares: 15.1M Floating Shares: 3.6 M Profit Margin: 20-25% 1997 revenues: $0.866 M Estimated 1998 revenues: $100 M SEC reporting:Yes
ITEL is extremely bullish. Tendencies for prices to continue to advancing are extreme at 95-100% with a short term (3-6 months) upside potential of $ 2.00 and a long term (12-24 months) upside potential of $5.00.
BUSINESS SUMMARY AND CORPORATION BACKGROUND: ITEL's business consists of developing, operating, marketing and selling interactive communication systems through the application of "intelligent" call processing technology and proprietary software to reflect or target the needs of an identified audience. These systems are often used as privatized networks for organizations and special purpose groups. During 1995 and 1994, the Company remained focused on the development of the infrastructure for its call processing and data management systems. Operations in the USA and Canada commenced on a limited basis in 1996. The Company signed a licensing agreement with Switch Telecommunications Pty Ltd of Australia.
ITEL is a diversified telecommunications company. It is the developer and distributor of Interpretel calling card products and is engaged in the resale of international long distance. The Company's advanced computer/telephony network provides subscribers a single point of access to innovative communications and information services. The Company markets its services in the United States and Canada under the Interpretel name and through highly customized or co-brand initiatives, as well as in markets in Southeast Asia through its license agreement with switch Telecommunications Pty Ltd.
RECENT DEVELOPMENTS AND ANALYSIS: ITEL decided in January to have a reverse merge with Imagitel, Inc., a privately held company in Houston, Texas, in a move to become a larger sales organization and profitable company. The new company will be called Imagitel, Inc. to better reflect the broad range of enhanced telecommunications products and services that the combined companies offer. Imagitel, Inc. has over 750,000 customers. The Company is profitable with $42 million revenues in 1997, versus $6.2 million in 1996. Combination of ITEL and Imagitel businesses is expected to generate $100 million revenues in 1998. Under the terms of the agreement, Wavetech shareholders will receive all of the capital stock of Imagitel and own approximately 17.4 percent of the combined entity's common stock. The merger has already been approved by the boards of both companies.
Imagitel is a holding company formed in December 1997 to consolidate the ownership of two operating companies with the same ownership, management and directorship. These two operating companies are now wholly-owned subsidiaries of Imagitel. RRV Enterprises, Inc., a Texas corporation doing business as Consumer Access ("RRVE"), is the primary operating company. RRVE was formed in January 1996 and has generated all of the revenues of Imagitel to date. RRVE is a switchless reseller of long distance and enhanced telecommunications services certified to conduct business in more than 40 states. DDD Calling, Inc. ("DDD") is a development stage corporation organized under Texas laws in January 1996. DDD is also a switchless reseller of long distance and enhanced telecommunications services, and is certified to conduct business in more than 40 states. Zapcom International, Inc., a Nevada corporation, is a newly formed subsidiary of Imagitel. It is a development stage company that is engaged in marketing services for the various Imagitel Companies. Comac Interim, Inc., a Delaware orporation, is a newly formed subsidiary of Imagitel that is going to be used to acquire another small telecommunications marketing company. Imagitel has determined that strategic alliances with existing organizations that have complementary assets and skills also offer the potential for distribution partnering relationships.
Imagitel, through its principal operating subsidiary RRVE, currently markets the Consumer Access(TM) benefits calling card. Although there are numerous calling cards currently on the market, Imagitel believes that its Consumer Access card offers customers a unique combination of value and convenience. Consumer Access service is not canceled when the customer changes long distance carriers. The only way that Consumer Access loses a customer is if that customer calls or writes to express a desire to cancel. The calling card offers long distance calling services at that Imagitel believes this is one of the lowest calling rates currently offered in the United States. Also, the benefits include a discount dining program (which gives users a 20% rebate at thousands of restaurants), discounts at golf courses and hotels, a travel saving program, prepaid legal expenses and many others. Many of Imagitel's customers also enjoy a marketing alliance with Childhelp USA(R). Childhelp USA(R) is a nonprofit entity that raises money to fund a national child abuse hotline, residential treatment centers and outreach programs on a nationwide basis to help end child abuse. Childhelp is backed by many celebrity spokespersons and earns a royalty on every long distance dollar billed to a Consumer Access user. The Consumer Access program was commenced in May 1996 and currently, Consumer Access has over 750,000 active customers in over 40 states. The calling card program is marketed through a nationwide independent agent network. Imagitel through its primary operating subsidiary, RRVE, has grown from its first month's billings of $160,000 in June 1996 to $4.2 million in January 1998.
In February, both companies introduced two new telecommunications products, the Bill Zapper(TM) and the Travel Warrior(TM), during a presentation at a major telecommunications conference hosted by the University of Denver. The conference featured many of the major players in the industry, including MCI, Oracle, Time Warner Cable, AT&T, IBM, US West, DSC Communications Corporation and others. The Travel Warrior(TM) electronic calling card is a patent pending device aimed at the business traveler, by simplifying long distance communication while on the road. This remotely programmable device stores and dials all of the access numbers needed to complete a calling card call. Just plug it into any analog line. No 800 numbers to dial. No authorization codes to dial. The customer simply dials as if at home or the office. The Travel Warrior(TM), smaller than most cellular phones, weighs less than 5 ounces and is powered entirely by the phone line. In addition to the electronic calling card feature, customers may access voice mail, fax store and forward, electronic billing and other virtual office features. The Bill Zapper(TM) (patent-pending) is designed for use in the home and automates the Dial Around process. This device allows customers the freedom and cost savings of Dial Around, without the hassle of dialing additional numbers. This line-powered, remotely programmable device is the size of a computer mouse and weighs only 4.3 ounces. By plugging the Bill Zapper(TM) into the phone line, customers are able to access cost savings for both domestic and international calls without changing long distance carriers. These two products are expected to bring more than anual $40 million revenues for the company
Technical analysis indicates ITELs shares have been traded very quietly last year at a trading range (a relatively equal number of shares being bought and sold). Since last January, the daily trading volumes have been gradually increased (from a daily average of 50 K to 110 K), signaling an impending breakout. Its On Balance Volume indicates its shares are under extremely heavy accumulation. Its trading logs show that ratio of buy to sell has been extreme at 9:1 in the past three months. There is an important technical support in the area of $0.40.
Imagitel Inc. had $42 million revenues with $10 million net profits in 1997. The company has more than $10 million cash. Why does Imagitel want to acquire ITEL, a company at a developmental stage with less than $1 million revenues and a loss $1.6 million in 1997? The management presented us three major reasons. First, Imagitel wants to raise more capitals for expanding its businesses by acquiring more companies in telecommunication. The best way is to become a public company. It will cost Imagitel much more money and time by directly having IPO. Second, ITEL has incurred a tax loss of more than $5 million in the past several years. Thus, Imagitel will pay much less income tax after the merger. Third, ITEL has the advanced computer telephony platform and has signed up some big corporate clients, including Don Ton Travel Associates, Inc., Delta Hotels & Resorts (the largest privately-owned hotel company in Canada), Canadian Advanced Technology Association, Language Arts International, Inc. of San Francisco, Hollywood Park Race Track, etc.. ITEL does not have enough capitals to set up its platform for its clients. However, Imagitel has the cash to support this platform. In addition, Imagitel will have distribute its products and services to ITELs corporate clients. We believe it is a perfect marriage for both sides.
''Imagitel is an outstanding merger candidate for Wavetech,'' Gerald Quinn, president and chief executive officer of Wavetech, commented. ''The acquisition significantly enhances existing shareholder value. Imagitel has a natural synergy with us in the post-paid calling card business. As a mass marketer of enhanced telecommunications services, Imagitel has established a strong customer base and has become a profitable operating company through its proven sales and distribution infrastructure, meeting the criteria we were looking for in a merger candidate. In addition, Imagitel has proven to have an unusual capability to quickly develop very useful products for the rapidly changing telecommunications industry.'' James B. Gambrell IV, chief executive officer of Imagitel, said, ''combining Imagitel's established marketing and distribution capabilities with Wavetech's state-of-the-art computer telephony platform offering the flexibility necessary to meet a variety of applications should lead to tremendous opportunities for the combined entities.''
With these developments, we conclude it is a classic reverse merger in which both companies are in a win-win situation by achieving their own goals. Without this merger, ITEL will be delisted from NASDAQ and Imagitel will cost much more money and take much longer time to go public. The reason that the merger has been so smooth is that the management of Imagitel has handled it very well. Imagitel quietly acquired 20% of ITEL outstanding shares last December without any obvious impacts on the stock price, and then approached ITEL for the reverse merger when ITEL had a talk with another company for a potential reverse merger. Imagitel made an offer that ITEL management can not refuse. Now both companies are waiting for final approvals from SEC and its shareholders (the directors of ITEL control 56% of ITEL outstanding shares and Imagitel controls another 20% of ITEL outstanding shares). On April 8, 1998, ITEL officially filed the documents with SEC for final approval. The merger is expected to be finalized in May. Imagitel has also lined up several brokerage houses for supporting the stock price after the merger. They intend to bring the stock to NASDAQ national market in the fall of 1998. We advise accumulating its shares before the news breaks out, institutional buying begins, and the Street take a notice of the merger.
Contact:
5210 E. Williams Circle, Suite 200 Tucson, AZ 85711 Phone: (520) 750-9093, Fax: (520) 750-9110 Richard P. Freeman, VP-Investor Relations IR Firm: Bill Robert, (937)434-2700
Imagitel 5120 Woodway Drive, Suite 7009, Houston, Texas 77056 TEL (713) 626-1661.
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