12.05.2008 18:00:00
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May Letter to Shareholders from Patriot Scientific President and CEO Rick Goerner
Patriot Scientific Corp. (OTCBB:PTSC) today issued the following letter
to all shareholders.
To all shareholders and supporters of Patriot Scientific, the purpose of
this letter is to update you on activities at the company. It is my
intention to provide regular communication through these letters to
provide insight to you on topical issues and to provide a uniform status
report on activities at the company. In this letter I’d
like to focus on three areas: activities to expand Patriot’s
business, the status of our Auction Rate Product Obligation investments
(ARPs), and actions to address other areas of shareholder feedback and
concern.
First, I’d like to introduce and welcome, Mr.
Don Schrock to Patriot’s board of directors.
Don is a veteran of the semiconductor business and most recently, led
Qualcomm’s CDMA group to over $1 billion in
revenues. While at Qualcomm, Don was involved in several of Qualcomm’s
M&A activities and will, henceforth, chair Patriot’s
M&A committee. Through his past position on the board of the Fabless
Semiconductor Association (FSA), Don has an extensive network of
valuable industry connections. He will be an important asset and
resource to assist Paul, Cliff, and myself with our M&A efforts.
Update on positioning Patriot for
future growth
As I outlined in my previous letter, as the blueprint for Patriot’s
pursuit of M&A activities to expand our business we plan to:
Evaluate selective expansion of our IP portfolio by acquiring new IP
that builds on our existing portfolio.
We have identified several interesting patent portfolios to expand our
licensing efforts. These IP portfolios involve microcontroller, power
management, embedded memory and mobile networking IP. We are engaged in
exploratory meetings and we will next analyze the attractiveness of
licensing prospects based on market assessments, technical support
needs, and economic return to Patriot. I will update you periodically on
our progress.
Pursue minority investments, undertaken as a strategic investor, in
certain early-revenue or technology ventures that currently do not
support a full acquisition decision, however they represent a
technology or capability of interest to us. Patriot would gain market
and technology insights from its participation in a potential "pre-M&A”
investment scenario.
We will increase our holdings in Talis Data Systems (a position
currently held by Patriot through SSDI). Talis (www.talisdata.com)
is a manufacturer of multi-domain networking hardware. Patriot will
first make a cash investment of $700,000 in Talis, and then in July will
directly acquire the shares of Talis held by SSDI to increase Patriot’s
direct holdings to 30%. Patriot will be entitled to two seats on Talis’
board of directors, currently held by John Burns of SSDI and by me.
Talis’ Datagent multi-domain hardware unit
has received National Security Agency (NSA) validation and the company
will ship samples to customers this summer. Talis expects initial
revenues later this year. Multi-domain interconnectivity among various
government agencies is Priority #1 for the Homeland Security Agency.
We are continuing to evaluate opportunities for full M&A. We will
utilize the company’s capital resources
(stock and cash) when considering the acquisition of any operating
business. Patriot’s public equity market
access can be attractive to certain private and foreign entities. We
are not ruling out the consideration of an acquisition of another
public entity either. Patriot’s strong cash
position, public company posture and significant market capitalization
value give us a very solid negotiating position, especially
considering current market conditions and other companies’
limited access to cash.
We have identified company M&A opportunities in software, networking and
wireless technologies. We’ve also held
meetings with several investment bankers to better understand their
services and to brainstorm other opportunities for M&A. These
relationships can assist in facilitating discussions with potential M&A
candidates, both private and public. To re-iterate a point from my last
letter, the acquisition process is both complicated and time consuming.
I will keep you advised of progress in subsequent updates.
TPL is Patriot’s business partner, and the
exclusive licensor for the MMP™ Portfolio.
Since my last shareholder letter, they’ve
announced two new licensees; Research In Motion (RIM), the provider of
BlackBerry® handheld devices, and Onkyo, a
Japanese manufacturer of high-end audio gear. These two new licensees
bring the total number of MMP™ Portfolio
licenses to more than 45. As you know, the details of individual
licenses cannot be disclosed. While all licensees to date have chosen
lump sum front-end buy-outs, TPL continues to offer an on-going royalty
payment option in new customer agreements and future license agreements
could include on-going royalties.
Shareholders’
feedback and concerns
I have continued to collect feedback from shareholders, received input
from our investor relations and public relations groups, and have
continued to have conversations with shareholders to better understand
the issues and concerns facing the company through their eyes.
Notwithstanding the ever-present desire to have more detail on
individual customer agreements on the MMP™
portfolio, which we are not permitted to disclose, current issues fall
into three primary areas:
1. What are Patriot’s plans for future
revenue growth? (I have addressed those above)
2. PTSC’s investment policy and the status of
certain Auction Rate Products (ARPs).
3. What is the status of future dividends, a potential reverse split and
listing on Nasdaq/NYSE/AMEX?
PTSC’s investment policy and the status
of certain Auction Rate Product Obligations (ARPs).
In November 2007, the board and our CFO outlined and approved an
investment policy to allow certain of the company’s
funds to be discretionally managed by Deutsche Bank (DB), a large and
reputable banking institution, in order to provide professional
management of monies not immediately required for the day-to-day
operations at the company. The policy appropriately outlined levels of
diversification and risk the company was willing to accept. One of the
mechanisms used by DB to achieve the objectives of safety and liquidity
had been to invest in various FFELP (Federal Family Education Loan
Program) Auction Rate Obligations that are sponsored by different state
agencies. Since their inception 20 years ago, these investments operated
uninterrupted in a liquid market that provided for monthly interest rate
resets.
The particular FFELP Auction Rate Obligations invested in by the company
through our DB advisor, met only the highest AAA credit rating standard.
Contributing to their high credit rating is the fact that the products
are over collateralized by the amount of underlying student loan
obligations, and they are further insured by the U.S. Department of
Education.
In February of this year the market mechanism that provided for the
orderly exchange of these instruments and the resetting of interest was
disrupted.
Although the credit risk for these instruments remains diversified, the
instruments all shared the same market liquidity mechanism which has now
been revealed to be vulnerable. The bond auction market had been a
market where credit risk could be allocated amongst various
independently collateralized instruments; however, the recently revealed
risk associated with the continued existence of the market itself is
unprecedented. An imperfect analogy, but adequate for illustrative
purposes, would be a concern that investing too heavily in the stocks of
a given exchange could represent a concentration of risk in the event
that the exchange failed to function. This would be a catastrophic
event, which by some is how the failure of the auction market is
characterized.
The total bond auction market had recently been estimated at $360
billion, with the student loan portion representing just under $100
billion. Companies holding these investments that have been in the news
as of late include Monster Worldwide - $357M, Intuit - $328M and Palm -
$75M. Until the recent spate of auction failures, these were common
investments for corporate cash managers to use as mechanisms for safety
and liquidity.
There have been some recent positive developments regarding the student
loan auction rate instruments. Because the investments are now yielding
higher default rates of interest, we are seeing some action taken by the
issuing state agencies (which are non-profit institutions and not
prepared to operate at these higher debt yield levels) to redeem them at
face value. In fact, in late April, the state of Arkansas redeemed
its bonds and Patriot received $2.5 million, reducing our total ARP
exposure by nearly 20% of the remaining portfolio. These redeemed
funds now reside in standard money market investments and the company’s
investment policy has been changed to only allow investments in money
market instruments and no longer allow advisor discretion when placing
funds for our benefit.
Finally the company believes that it may, if needed, borrow against
these securities and we’re investigating
these programs further in the event we need to access cash in this
manner before redemption can be accomplished.
What is the status of future dividends, a potential reverse split
and listing on Nasdaq/NYSE/AMEX?
There have been numerous shareholder inquiries regarding the company’s
plan to continue paying out dividends, announce a reverse stock split or
seek listing under a more broadly traded exchange. While no specific
timeline has been outlined as we move toward an operating company with
products, customers, and markets, the company expects not to make
further dividend distributions, choosing to instead, use the cash and
capital assets (stock) of the company to pursue its M&A efforts. It is
unusual for emerging technology companies to pay dividends as they
generally retain earnings to grow their businesses by funding future
product R&D and expanding marketing and sales efforts. It is our plan to
move the company in that direction.
The board has also agreed that we should evaluate listing on a more
broadly traded exchange, such as Nasdaq or NYSE/AMEX once we have
developed a strategy, and acquired sufficient revenue-producing assets,
to attract broader, institutional investors in PTSC stock. Our current
stock price would not allow the company to consider re-listing on
another exchange. The normal means to adjust the stock price to meet
listing requirements would be a reverse split of the stock. The board is
not anxious to move toward a reverse split until it believes that:
1. The company has a reliable, long term opportunity for growth of (less
volatile) revenues, profits and shareholder value and,
2. A reverse split will not risk a reduction of the market
capitalization of the company.
Again, no definitive timeline has been outlined for considering these
actions, but I believe that the shareholders understand the company’s
objectives, and perspectives, with respect to these possible actions.
Additionally, the company has resumed its share buyback program and has
recently been actively buying shares in the open market as we view the
current price to be at an attractive level to redeem shares. Since the
resumption of the program in April the company has purchased over 2
million shares.
I trust this letter has provided you with insight into our plans for
Patriot Scientific and that I have answered some of your questions. I
will address Patent Reform legislation in future communications as
significant developments unfold. Please don’t
hesitate to forward me any additional questions or comments that may not
have been addressed in this letter.
Our company will continue to grow and prosper and your support is a
valuable contributor to our success in creating a company that has an
exciting future and can attract new shareholders as well. I remain
excited about the opportunity to build on Patriot’s
past successes, and we will be doing everything we can going forward to
ensure that you share in this excitement.
Sincerely,
Rick Goerner
President and CEO
Patriot Scientific Corporation
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this news release looking forward in time
involve risks and uncertainties, including the risks associated with the
effect of changing economic conditions, trends in the products markets,
variations in the company's cash flow, market acceptance risks, patent
litigation, technical development risks, seasonality and other risk
factors detailed in the company's Securities and Exchange Commission
filings. Moore Microprocessor Patent (MMP) and Alliacense are trademarks of
Technology Properties Limited (TPL). PTSC is a trademark of Patriot
Scientific Corporation. All other trademarks belong to their respective
owners.
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