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I'm very familiar with employment contracts especially as they relate to intellectual property. Where is his contract for us to review to confirm that anything he has developed is property of Atrinsic?
And where exactly is this specified?
Assuming BDE even cares what happens to Atrinsic at this point since BDE owned the Kazaa patent portfolio (TrueNames) which they then gave to Kinetech (also owned by BDE) who then gave it to PersonalWebs (guess who owns that company also?). Since none of their core businesses are being supported now we need to hope that somehow ATRN still owns part of the technology. No one can say either way but if you read all the filings I don't see how they could.
Oh what a tangled web we weave, when first we practice to deceive!
BD already dumped their shares earlier this year.
You can't predict what a stock will do because of one 400K block. Remember, there are people who bought even bigger blocks at higher prices and the stock tanked.
Again, you should buy or sell based upon facts only. It's nice to speculate about what's happening with the company but we have very few facts to go on at this point. We need to know what assets they have left, that is the deal maker or deal breaker with this stock.
No problem, it looks like Wednesday would be best for me if that's the case. We can touch base on Monday, have a good weekend.
Thanks.
They took that bio from an old bio that has been around since last year when everyone thought Kazaa had been sold to ATRN:
http://www.zoominfo.com/#!search/profile/person?personId=1803891&targetid=profile
http://www.zoominfo.com/CachedPage/?archive_id=0&page_id=5950697761&page_url=//www.personalweb.com/About.html&page_last_updated=2011-12-29T21:03:06&firstName=Kevin&lastName=Bermeister
Dave, BDE filed in December that the Master Agreement for Kazaa was terminated. No assets were ever transferred to ATRN. Read the terms of the deal that was never closed:
http://www.sec.gov/Archives/edgar/data/1022899/000114420411053345/v234227_pre14a.htm
Dave,
BDE terminated the Kazaa deal with ATRN before it closed, so none of the assets of Kazaa actually ended up in ATRN. All BDE did for ATRN was rape shareholders by milking the company for all the cash being generated by it, then when ATRN couldn't fulfill their obligations BDE took it all back and gave the patent portfolio (TrueNames) to their subsidiary Kinetech who in turned just gave it to PersonalWeb. Looks like a lot of self-dealing on the part of Dyne, Bermeister and all their cronies to move the technology around but still keep control/ownership of it while leaving ATRN shareholders high and dry with nothing left but a shell company.
Can anyone dispute these facts?
http://www.dmwmedia.com/news/2011/07/07/patent-holder-seeks-cloud-service-licenses
http://www.dmwmedia.com/news/2011/09/28/personalweb-melds-with-brilliant-digitals-kinetech
After BDE/Dyne raped ATRN financially they terminated the deal to acquire Kazaa. Basically they f*cked all ATRN shareholders and left ATRN with the affiliate network which is worth shit. I guess BDE will claim that none of the Kazaa assets were ever legally transferred to ATRN.
Here is something that was posted at iHub in January:
2009: After numerous legal battles, Kazaa is owned and relaunched by Brilliant Digitial Entertainment:
http://appscout.pcmag.com/music-entertainment/272066-kazaa-relaunches-as-licensed-service
Oct, 2010: Atrinsic enters the picture to acquire and operate Kazaa digital music service assets via an asset purchase agreement, with some revenue sharing agreements - as stipulated by the Marketing Services Agreement and the Master Service Agreement:
http://www.businesswire.com/news/home/20101014005466/en/Atrinsic-Acquire-Kazaa-Assets-Sets-Foundation-Build
"The Marketing Services Agreement and Master Services Agreement govern the operation of Brilliant Digital’s Kazaa digital music service which is jointly operated by the parties. Among other things, the amendments extend the term of each of the Marketing Services Agreement and Master Services Agreement from three years to thirty years, provide Atrinsic with an exclusive license to the Kazaa trademark in connection with Atrinsic’s services under the agreements, and modify the Kazaa digital music service profit share payable to Atrinsic under the agreements from 50% to 80%. As consideration for entering into the amendments, Atrinsic will issue 4,161,130 shares of its common stock to Brilliant Digital.
The amendments to the Marketing Services Agreement and Master Services Agreement are part of a broader transaction between Atrinsic and Brilliant Digital pursuant to which Atrinsic will acquire the Kazaa digital music service assets, as well as certain other assets of Brilliant Digital, in accordance with the terms of an asset purchase agreement entered into between the parties on October 13, 2010."
Dec., 2011: The asset purchase agreement, which stipulated the acquistion of Kazaa digital service assets by Atrinsic, from Brilliant Digital, is terminated.
Dec. 29th 8-K: http://ih.advfn.com/p.php?pid=nmona&article=50561929
Item 1.02 Termination of a Material Definitive Agreement
The following agreements with Brilliant Digital Entertainment, Inc. (“Brilliant Digital”) were terminated pursuant to notices received from Brilliant Digital which allege various events of default under the agreements by the Company:
Master Services Agreement by and between the Company and Brilliant Digital, dated March 26, 2010, as amended. (terminated effective as of December 28, 2011)
Asset Purchase Agreement by and among the Company, Brilliant Digital and Altnet, Inc. dated October 13, 2010, as amended. (terminated effective as of December 13, 2011)
"Terminated" means the acquisition didn't happen.
Here's what could have been. The problem is the assets that would cushion the fall were never transferred over, BDE terminated the deal and kept them.
http://seekingalpha.com/article/281377-shares-of-atrinsic-are-poised-to-triple
ATRN exhibits classic characteristics of a company with grossly undervalued shares. Its most coveted assets are not reflected on its balance sheet. These assets will cushion investors from losses if management fails to execute. Also, being early to the Internet music game resulted in lumpy result and significant losses. As a result, investors abandoned the stock, sending it to incredibly low levels.
The other problem is that some of the biggest shareholders don't have losses, they're still up and lost paper profits. And the company knows this. Do you think they care about these shareholders? If they didn't care about the ones who bought at $7 why would they?
My biggest concern is where will revenues come from because there appears to no longer be any revenue stream. Absent that, what assets do they own that are valuable? No one can answer that question.
Yank,
What's your schedule for next week? I'm arriving Monday afternoon and I'll be in the city for meetings Tue/Wed/Thur. Let's meet up.
Thanks.
He didn't specify a timeframe, but I expect news very soon since Fong will be starting his new job in a couple of weeks.
I personally spoke to Nathan Fong on Tuesday, see my post right after I spoke with him. He told me they would most likely issue a PR to clarify the bullsh*t PR and that the board was working with their "strategic advisors" to determine what their next move would be.
No, he didn't lie, he said a PR was coming and we got one. Too bad it was issued with the intent to f*ck us.
The bottom line is this: you can't believe ANYTHING that comes out of this company, Fong's mouth included (whether he's a nice guy or not which I believe him to be, he's at the mercy of the BOD who are playing games with their shareholders with the help of their attorneys). Period.
I'll be in Manhattan next week if you want to make a co-visit to their office. Maybe someone will talk to us besides the receptionist. Let me know.
Reading through the below, where did the money go from the securities they sold but did not register? Did they just blow it all, and these shares were then dumped on the market? So many unknowns.
Third Quarter 2011 Financial Results
Revenues for the third quarter of 2011 increased 34% to $12.3 million compared to $9.2 million in the same period last year. Subscription revenue decreased from $4.3 million to $2.5 million compared to the third quarter of 2010. Subscription revenue is primarily generated from the Company’s core Kazaa digital music subscription service. The decrease in subscription revenue was due to a reduction in total subscribers compared to the year-ago period, with most of the decrease coming from our non-Kazaa subscription products, reflecting our primary focus on Kazaa and the reduction or the de-emphasis of our non-core legacy subscription products.
Transactional Services revenue increased $4.9 million to $9.8 million from $4.9 million for the third quarter of 2011 compared to the third quarter of 2010. The increase in transactional revenue was primarily related to a sales volume improvement from existing clients in SEM (Search Engine Marketing) as well the acquisition of new clients. In addition, SEO (Search Engine Optimization) revenue increased 80% from third quarter of 2010. Transactional services also benefited from the addition of both large retail and lead generation advertisers to the Atrinsic Affiliate Network. The Company does not anticipate similar growth it its Transactional Services business in the fourth quarter of 2011.
As of September 30, 2011, the Company had approximately 55,000 Kazaa subscribers compared to approximately 65,000 as of September 30, 2010 and 77,000 at December 31, 2010. The Company expects to experience a modest decline in this subscriber base over the next several months as we reposition and introduce new marketing activities.
Operating expenses for the third quarter of 2011 increased 35% to $17.3 million compared to $12.8 million for the same period last year. The increase is primarily attributable to an increase in the cost of third party media which resulted from increased Transactional Services activity. The Company is also reporting a non-cash impairment of intangibles assets charge of $1.4 million which is due to the significant decline in the non-Kazaa subscription business. General, administrative, and other operating expenses decreased 27%. The decrease in G&A is a result of the Company’s efforts to streamline and eliminate certain activities and to better position the business for long-term growth.
Third quarter Adjusted EBITDA was a loss of ($3.3) million compared to a loss of ($3.1) million for the third quarter of 2010. The Company reported a net loss for the third quarter of ($4.5) million, or a net loss of ($0.72) per diluted share compared to a net loss of ($3.6) million, or ($0.70) loss per diluted share for the third quarter of 2010. Excluding the previously mentioned non-cash impairment charge in the third quarter of 2011, the Company would have reported a net loss of ($3.1) million, or a net loss of ($0.49) per diluted share.
Balance Sheet/Cash Flow Highlights
As of September 30, 2011, the Company had $2.0 million of cash and cash equivalents compared to $6.3 million as of December 31, 2010. The Company spent $0.9 million on capitalized application and software development for Kazaa and Atrinsic Interactive year-to-date. In May 2011 the Company issued $5.8 million of 12-month original issue discount convertible notes with warrants, at conversion or strike prices between $2.90 and $2.97, subject to adjustment under certain conditions. The offering generated proceeds before financing costs and adjustments of $5.3 million. As of September 30, 2011, the Company had a $9.8 million working capital deficit.
In order to fund operations, the Company intends to make an offering of securities not registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities to be offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. At this time, the title, amount and basic terms of the securities to be offered and the amount and timing of the offering are not known, but the Company anticipates that the terms of the offering may be substantially similar to the financing transaction the Company completed in May 2011, as reported in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 1, 2011 and October 27, 2011. The proceeds of the offering will be used for general working capital purposes, including to fund Atrinsic’s Kazaa digital music subscription business. The Company intends for this notice to comply with Rule 135(c) of the general rules and regulations promulgated under the Securities Act, and accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.
Atrinsic now shows 34 employees on LinkedIn. Is that because of Fong, I didn't think he had a LinkedIn showing Atrinsic?
Can someone verify?
My understanding is the affiliate network is part of the "agency business" that they are winding down. Someone else can call Fong to confirm this but I'm 99.9% certain it's true. There is nothing on the affiliate site to indicate they are keeping it updated or trying to attract new clients. And, all of the key affiliate network people are gone.
We need to deal in facts here, not speculation. Everyone should read this several times so you understand exactly what their business is/was and where their revenues were being generated from, and what they said about those 3Q revenues last year:
http://www.businesswire.com/news/home/20111114005425/en/Atrinsic-Reports-Financial-Results-Quarter-Ended-September
chunky, the affiliate network is part of the "winding down".
Then why is Campbell actively campaigning for a real job on his LinkedIn profile? Heck he even has his personal phone number on there for recruiters to contact him.
Rev up the phones boys lol!
That makes 3 of us besides chade who have spoken to Fong this week.
My biggest concern is what assets they have left which I've been asking for weeks and no one can answer the question. Fong only said they have assets other than the subscription and transactional services businesses which are now gone (or winding down) but he didn't specify what those were.
That is the most critical piece of this puzzle that is still missing. Without the agency/affiliate network, without a subscription service, where will revenues come from? There has to be something, or why continue operating, right?
Well he said they were using a new service (PRWeb) and it wasn't supposed to happen like that.
I said in my opinion it could go either way. If they have something of value that someone wants then I believe it will be sold, at what price I have no idea because I don't know the value of what's left or what someone is willing to pay for it.
No, I'm not saying that at all. I don't know what the BOD is going to do, as Nathan said they are working with "strategic advisors" to determine their next move. In the PR they said the same thing, that they're trying to maximize the value of remaining assets for stakeholders. What those remaining assets are we don't know yet.
Because I think the BOD has bigger plans with their other ventures if you read some of things they're involved in. ATRN is just a small piece of their whole puzzle. We just don't know if ATRN or "remaining assets" fit into those plans.
I don't think the next PR will be intended to shake us out. I think it will be very clear as to what they meant in the first PR, and whether that's good or bad remains to be seen. I want to see if they go beyond what was said in the first PR because I understood what they meant in it.
Just so everyone understands, I don't know how this will turn out, I just wanted some kind of confirmation that there was something left. But we have no idea what the value of the remaining assets are or what their plans are. It's still very risky in my opinion, I'll be honest with you guys it could go either way for us. Hopefully they will offer up something positive/hopeful in their next PR.
I spoke to Nathan this morning and had a very cordial conversation. As much BS as this company has put us through I feel for the guy, it's clear that he's not responsible for what they're doing the board is. Anyway, here is what he said:
1. The company will be issuing another PR soon (I got the impression that meant "very soon") to clarify the last PR. They did not intend for that last PR to be released 20 minutes before the close on a Friday, he said it was a mistake and out of their control and they wish it hadn't had happened like that.
2. The company does have remaining assets but he couldn't say what they were.
3. He said the BOD is working with their "strategic advisors" to determine what their next move will be.
He also told bass that they have not ruled out future negotiations with an acquirer (bass can expand upon this in his own post).
This thing does not appear as if it will drag out much longer. They're obviously still paying some pretty big salaries which means they have some revenues and cash flow to support these people and the overhead, but I think we'll know the outcome sooner rather than later. What that outcome is, I still have no idea.
I'll be in Manhattan next week and plan to drop by.
I don't think we'll have to wait long for news. The company is clearly finalizing something with the hiring of Craig Campbell. All signs point to the end of this saga very soon (at least for most, the legal wranglings might go on for years), the company is definitely winding down certain activities the only question is what they've decided to do. The most logical answer is a deal with BDE, and with the strong support in the .05-.06 range I have to think it's higher than where we are now.
You are 100% correct. Enough spin, we need more facts and that starts with what assets ATRN still has.
Thanks.
The $2.90 means nothing, all it means is that they had the right to buy a certain number of shares at that price. At the time they were granted those options they didn't anticipate the stock being at .06 they obviously thought it would be higher than $2.90/share.
If they want to buy the float, they can (and perhaps have been) purchasing on the open market and then make a tender offer to shareholders for the rest.
Who knows. It all depends on what they're up to with BDE.
I think when Kazaa didn't work out for ATRN last year, they appeased shareholders by saying they were going to focus on their transactional business. But that was just bullsh*t and "smoke and mirrors", because Kazaa and that technology is what Dyne is really interested in - the transactional business is peanuts compared to the other, and these guys don't deal in peanuts they deal in gold.