To: trenzich who wrote (2972 ) 6/3/1998 6:10:00 PM From: D.E. Shetland Respond to of 5743
Responses to your TVL questions: I couldn't find your exact questions, but get the gist of them. 1. You keep harping on about some statement in the annual report. The facts are, they have licensed TC's technology which is proprietary and is "Tim Collings V-Chip Technology - V-Gis". They have never claimed it will be the only one. It is simply one of many approaches. The patent is help by CVC and they have filed all the applications. One can hold a patent while it is pending approval and a company will typically rely on outside counsel to do all searches and infringement opinions. yes, they can be incorrect. But if something were blatant (like Acacia would lead you to believe) there is no way any reputable firm would issue an opinion on it. As with any patent, one can only have opinions on published patents, not on pending patents. The risk is there is something in the pipeline. TVL, in the annual report and all prospectuses they've filed, has always been very clear on this. If one quote was misleading, SORRY, but don't take that one quote out of the numerous factual representations TVL has made as to the CVC/TC technology and patent issues. Further, their licensing agreement is thoroughly dependent on the issue of a patent. If it is not issued, TVL will not pay for it. Further, most of the payment is in royalties off sales based on certain targets. I guess you and Acacia are about the only people who think there is some airtight monopoly being created in the V-Chip space. TVL has never represented that, only Acacia --who better hope they can fool some licensee because they have no hope with an actual product. 2. IP values are typically related to their potential economic life and whether there is any potential income attributable to it. If you think that every company that spend's money on R&D, some of which is IP, needs to write-off the investment immediately, then so be it. TVl has spent quite a bit of money on development over the years and expensed much of it. The capitalized value of IP will surely be amortized or written-off if there is no realizable economic potential. However, given that all cable companies have to provide a decoder box under CRTC law to every subscriber and TVL sells to all of them and worked with the 2 majors perfecting their system end-to-end, you can make a rather easy case that there is realizable economic value to the IP. Also, as part of the last underwritting, they realized a need to strengthen the CFO role (and they recently hired someone) and hire a larger accounting firm. They were requirements from the Canadian institutions that invested. The question to answer is why would anyone pay more than ACRI pays for the same stuff they own. They know more than you on the value of the company's investments. 3. Insider selling: Canada is much like the US where it has to be filed and reported. It's all listed. Look it up. I recall that the bulk of the selling was 2 officers. One sold a reasonable amount of his holdings (and was almost fired by the CEO for it). I think it was done over a few months with prices from .50 to $4.00. Those were evidently for personal reasons I'm told. The CEO sold a miniscule portion, 8,000 shares at $4 (leaving 9mil) and the other officer 200,000 or so around 3 to 3.50 (leaving 7.3mil). Given that their financing took so long because of market conditions, I assume they were pretty stretched for cash. I believe they said the CES show, where they debuted the Samsung/TVL V-Chip compliant TV cost in the area of US$600,000. I think they had a credit line too, but probably thought it was cheaper for them to sell a few shares to lend money to the company. As for the real estate, I don't know if they're selling it or not. The company in the past was too small to own real estate so they leased it at pretty cheap rents from some officers. Given their ownership in the company, they would have a much larger incentive to cut the company a good deal. They have said that the rent is actually below comparable spaces nearby. Given that they only needed 6-7 million of working capital to ramp up production and the capital raising was for12 or so, I guess they are over capitalized. Maybe they'll buy the building, I don't know. But surely if they do, they'd be fools for doing it at anything other than fair market values and it would surely be scrutinized highly. No matter how you keep trying to sully TVL (fine, they deserved to be criticized for dragging out the production process), they are not trying to deceive people at all. These guys are ex-defense engineers who are very educated and hard working, who pooled their money together to start a company to manufacture IR equipment for cable companys and refurbish old cable equipment for sale in emerging markets. Shaw Cable, who backed TC's research, told him to use TVL because they can commercialize the tech, manufacture small electronic items cheaply overseas, and combine their IR technology to make it a user friendly device. No matter what you say, look at the simple fact that the managers of the company still own the majority of the equity BY FAR. Their interest is directly aligned with any shareholders --maximize the value of the company by being the first to market with a device and make it very consumer friedly and distribute it with mighty partners and incentivize them all. They stand to loose sooooo much more by any shenanigans like you try to insinuate. The risk is in the product acceptance, not the silly little things you keep bringing up. So, now it's your turn to answer the questions. 1. Why doesn't the management of ACRI own much in the way of stock? Why do they keep issuing free options to everyone and his brother? 2. Why would anyone pay a ridiculous 4x more for the same equity that Acacia values at no more than $20million? Given the continual need for cash and the extraordinarily risky business plan they pursue, it should be at a substantial discount to account for future dilution and all the low priced warrants and options out there. 3. How could they sell shares in Merkwerks for 5x more than they bought them in less than a few months? 4. Why does Acacia always sell some shares at higher prices than the original investment (even after there have been substantial equity issuance) and then buy them back from the same people at higher prices, using shares of course? 5. Who is this mysterious Mr. Ching that buy's and sells and owes money to the company? 6. Isn't it a little suspicious that there are very few outside Board members in any of the company's and that the management of Acacia is ususlly also the management of some of the investee companies. Perhaps that's where all these generous "consulting fees" are going? Let's hear it TZ.