Sad news....

[Aaron Clinton 2,372]

Asset sale puts frustrating close to Phoenix Gold saga

The Portland Business Journal - by Aliza EarnshawBusiness Journal staff writer

Struggling audio equipment maker Phoenix Gold International Inc. has found a buyer, but some long-suffering shareholders stand to be wiped out.

Phoenix Gold managers told investors at last week's annual meeting that the company plans to sell its assets for not much more than its estimated liquidation value. Those attending the meeting were not told who is buying Phoenix Gold, only that the buyers are not current company managers.

The proposed deal could put an end to Phoenix Gold's often tumultuous history as a public company. The once-promising maker of high-end car stereo equipment grew to nearly $30 million in revenue in fiscal 2002, but had a spotty record of profitability. Once its performance slumped, investors grew more vocal with their criticisms.

Those criticisms are just growing louder. "This just confirms the worst possible outcome for the shareholders," said Nelson Obus, president of Wynnefield Capital Inc., a New York investment firm that is the largest outside owner of Phoenix Gold stock.

Portland-headquartered Phoenix Gold told shareholders that the company will sell all but $100,000 of its assets for a total of $600,000, with the buyer assuming all of Phoenix Gold's liabilities. The purchaser will pay $200,000 in cash, and a $400,000 note will be paid to shareholders in three years' time, if certain conditions are met.

Phoenix Gold shareholders will get up to 20 cents per share three years from now, the company said in documents it distributed at the shareholders meeting. The stock has been trading between 22 cents and 25 cents per share since late last year. But the stock traded as high as $2.21 in fiscal 2003.

Phoenix Gold closed its fiscal 2005 in September last year with just under $20 million in revenue. The company had assets of just over $7 million at the end of April, and almost $5.8 million in liabilities.

The company provided an analysis at its May 30 shareholders' meeting that showed its liquidation value to be about $5.3 million.

Managers said at the meeting that the market for high-end aftermarket car stereos has been declining, as auto manufacturers include ever-better sound systems in their new models.

The poor and uncertain payout to shareholders from the proposed acquisition is simply the logical culmination of years of mismanagement and poor communication, according to Obus.

Wynnefield has spent about $2.25 million on the company's shares over the past several years. At current trading levels, the firm's 382,000 shares are now worth less than $77,000.

"If we did that with all of our investments, we'd be on the Oregon highways, picking up trash," Obus said.

Wynnefield manages $400 million in its various funds.

Over the past 13 years, the company has returned an average of more than 20 percent per year to its investors.

Obus has spent years trying to get a board seat, so he could have more say in Phoenix Gold's business strategy.

However, with 70 percent of the company owned by insiders, Wynnefield and other outside shareholders didn't stand a chance of electing a representative director.

Obus was disappointed by the decline of Phoenix Gold's stock price from $6.75 per share at its 1995 initial public offering to less than $2 over most of the last five years. He hoped to help the company become more profitable, and so push up the stock price.

He also wanted management to sell the company in 2000, when "it had no debt and plenty of cash." In fiscal 2000, Phoenix Gold made $1 million, or 33 cents per share, on sales of $27.3 million. Shareholder equity was $11.4 million.

In fiscal 2005, which ended last September, Phoenix Gold lost $3.1 million, or $1.04 per share, on revenue of $19.9 million. By the end of April this year, the company was down to just over $1 million in shareholder equity.

Phoenix Gold delivered these financials to those attending the May 30 meeting, and also revealed for the first time that the company is now overseen by a single director: CEO, Chairman and co-founder Timothy Johnson.

Outside directors Frank Magdlen and Edward Foehl resigned last year, just a month after the March 30, 2005, shareholders' meeting. The only other outside director, Robert Brown, declined to stand for re-election last year.

Phoenix Gold manager told investors at the meeting that they had been actively seeking a buyer for the past year.

The company finally received a single offer, "the one that's on the table now," said Wynnefield's lawyer, Erich Merrill of Miller Nash LLP, who attended the shareholders' meeting.

If the current offer is not signed by next week, management will liquidate the company.

That news came as a shock to Sam Rebotsky, a New York investor holding 28,000 shares of Phoenix Gold stock.

After receiving notice of the proposed sale last week, "I pointed out to Joe O'Brien [chief financial officer] that the company's tax loss carry-forward could be worth more than a dollar a share," said Rebotsky.

He believes that all Phoenix Gold shareholders, including Johnson, would get a better return by putting cash into Phoenix Gold, purchasing a company with profitable operations, and using Phoenix Gold's tax losses to offset profits.

This strategy could allow the new company to grow, reinvesting money it would otherwise owe as tax.

[Impious 1,476]

Interesting.......

[///M5 2,833]

Boo.

[Aaron Clinton 2,372]

Boo.

[oldschool4life 0]

I'm gonna apply the same rules here...

Engrish???

[Aaron Clinton 2,372]

I'm gonna apply the same rules here...

Engrish???

cliffs: read first line of article

[Tirefryr 1,742]

Damn shame.

[Eldorado 0]

Ever since the post tantrum,titanium,xenon it just seemed like it was going down the crapper

[dave_Edwards 1]

I saw this coming

[Impious 1,476]

Yeah, I remember hearing about a year ago that they were financially in trouble...

[dave_Edwards 1]

I wish I had the money----I would buy it and make it the PG that we all USED to love

[Aaron Clinton 2,372]

I wish I had the money----I would buy it and make it the PG that we all USED to love

that would be sweet!

[CBFryman 2]

all PG has been of late is mid-grade amps with lots of bling for an above average price...no wonder they died.

[///M5 2,833]

Yes, sweet indeed. Come on Dave sell some cars and make some cash quick.

[MikeJ 0]

This makes me said I must say.

Denim- you are all over the web

Edited June 10, 2006 by MikeJ

[Aaron Clinton 2,372]

This makes me said I must say.

Denim- you are all over the web

[ngsm13 1]

I enjoyed my Tantrum amp I owned...

nG

[Renegadesrun 0]

all PG has been of late is mid-grade amps with lots of bling for an above average price...no wonder they died.

<{POST_SNAPBACK}>

Sounds familiar.