Platforms International Holds Corporate Teleconference
LOS ANGELES, Calif. (BUSINESS WIRE) - Howard A. Foote, President and CEO of Platforms International Corporation (OTC: BB PLFM) announced today that response to the corporate teleconference was quite positive. Platforms received a large number of congratulatory calls, along with questions and requests for additional information.
This Press Release presents an edited summary of the teleconference, along with key excerpts from Howard Foote's speech, as well as additional information, in response to some of the questions received today.
SUMMARY OF KEY TELECONFERENCE POINTS
The key issues presented at the Teleconference are as follows:
- Strategic corporate restructure and reorganization of Platforms International Corporation into a "Holding Company" with three principal subsidiary companies: PICTEL, Orbital Network Services Corporation, ("ONSC"), and Flight Dynamics Corporation.
- Strategic Corporate Acquisitions. One completed, "Composites Unlimited, Inc.;" a second one -- a jet engine manufacturer -- expected to close within two weeks.
- Composites Unlimited, Inc.-- a strategic composites manufacturer. Acquisition Agreement finalized. Composites brings immediate hard assets, sales, and income into the Platforms family. 1998 Gross Revenues: $1.8 million. Net Income: $400,000. 1999 Gross Revenue Forecasts: $2.9 million. Net Income Forecast: $530,000.
- Flight Dynamics Corporation: IPO - 2 million shares at $2.50 = $5,000,000.00.
- Orbital Network Services Corporation. Strategic Partnership with Sergei Yakovlev and the Russian Aerospace Community. Asset contribution commitment by Russian federation to ONSC: $350 million to $650 million. LOI received: $150 million credit line to fund development operations, secured by assets contributed by Russian Federation.
- PICTEL - Brazil: Awaiting Classification and Licenses. LOI's: Expect (2) LOI's for multiple ARCS Systems from major telecommunication carriers. NovaTel: Disclosure and publication of Agreement details within ten days. Marketing efforts under way for Venezuela and Middle East.
- NASDAQ Listing Status: Key management agenda; high priority item.
- Certified Financial Statements and Annual Stockholders' Report: February 1999.
- Shareholders' Meeting: March 1999.
INTRODUCTORY REMARKS:
"This Teleconference is the high water mark for our company. It's the culmination of two years of hard work, and the realization of many of the hopes and aspirations we've had for our company since its inception. We now have strategic acquisitions, a telecommunications Agreement, two forthcoming LOI's, a significant asset base, corporate capitalization, financing commitments, and revenues!
"Platforms has reached many of its fundamental goals and objectives, and we must now re-structure and reorganize our company to lay the foundation for the future.
PLATFORMS CORPORATE REPORT
CORPORATE RESTRUCTURE AND REORGANIZATION
"Platforms International Corporation has been reorganized and restructured into a "Holding Company" ... an "umbrella," corporate enterprise comprised of operating divisions and subsidiaries. Its principal corporate mission is the entrepreneurial pursuit and development of high-technology companies in the wireless communications, commercial space operations, and civil and military aviation industries.
"This reorganization sets up separate and distinct corporate identities and charters for each of our operating units. More importantly, it streamlines our corporate structure by subdividing the company into its foundational enterprise units. This approach enables us to:
- Focus more effectively on the potential and specialized needs of each operating unit;
- Develop and market the commercial potential of each operating unit independently;
- Fund the development of individual subsidiaries out of their own capital, minimizing the subsidiary burden on the parent company;
- Leverage the value of Platforms International stock, by enhancing the value of its subsidiaries;
- Minimize Platforms stockholder dilution;
- Establish company-specific management accountability and incentive compensation programs;
- Foster synergistic, cross-over technology development; and
- Set the stage for strategic corporate alliances, acquisitions, and major corporate financing and capitalization.
"Our Telecommunications Division is being incorporated under the name: `Platforms International Corporation Telecom, Inc.' ("PICTEL"); our Space Division under the name: `Orbital Network Services Corporation' ("ONSC"); and our Defense Division under the name: `Flight Dynamics Corporation,' ("FDC").
CORPORATE ACQUISITIONS:
"We're currently working on several Strategic Acquisitions. One was recently completed, and the second one -- a jet engine manufacturer -- is in the final stages of contractual negotiations. We expect it to close within two weeks.
"Our completed acquisition is Composites Unlimited, Inc. Composites is a four-year old, Oregon-based, privately-held company that specializes in manufacturing high quality composite tooling, components, and assemblies for the experimental aircraft markets, the certified aircraft industry, and the automotive and specialty markets. The company also provides a wide range of technical support services in the areas of tool and process design, structural repair, aerodynamics, training, and high quality aviation support systems.
"Composites brings to the Platforms family a significant array of complementary managerial, technological, and manufacturing resources and capabilities. The company's strong commitment to industry leadership matches our own...Its products and services are rated as some of the best in the industry...Its human resources, under the direction of its President, Steve Ruege, bring substantial industry experience, and a long history of manufacturing composites for military, space, and general aviation applications...Its financial performance validates the effectiveness of its operating philosophies:
- 1998 Gross annual revenues: approximately $1.8 million;
- 1998 Net operating income: approximately $400,000 BFIT; approximately 22%.
- 1999 Gross annual revenue forecast: $2.9 million;
- 1999 Net operating income forecast: approximately $530,000 BFIT; approximately 18%.
"Composites was acquired one hundred percent by Flight Dynamics in exchange for $400,000 in cash and a two-million share equity position in the reorganized company. In addition there are three, five-year management employment agreements and a pool of stock reserved for employee bonuses and stock options.
"We're delighted the Composites Board of Directors voted to approve the acquisition. All of us at Platforms are looking forward to working with our new partners.
Flight Dynamics IPO:
"Flight Dynamics is the first of our subsidiaries to be independently incorporated and packaged for a '506' IPO into the OTC BB market. The offering memorandum is nearly finished, and the stock is scheduled for issuance on December 10th. Under the terms of the IPO, Flight Dynamics will issue two million shares of its common stock to the public at $2.50 per share, generating $5 million of corporate capitalization. As of this date, approximately fifty percent of the offering has been placed, and we expect a one hundred percent subscription.
"The capital structure of Flight Dynamics accommodates the issuance of common stock for both strategic acquisitions, while maintaining the required level of equity ownership within Platforms to allow the consolidation of financial statements.
NASDAQ Listing:
"NASDAQ listing is a key priority item in our management agenda. Platforms is positioning itself and proceeding diligently to achieve this objective.
ANNUAL REPORT:
"Work on our annual report is progressing well, in conjunction with a complete independent audit of our books. We expect to produce certified financial statements for our shareholders in February of 1999.
STOCKHOLDERS' MEETING:
"As soon as the certified financial statements and SEC regulatory compliance reports are completed, we'll schedule our first annual shareholders meeting. From the look of things, we should be able to hold the meeting in late February or early March 1999."
HUMAN RESOURCES:
"We're recruiting and adding key personnel as rapidly as possible. Over the next few weeks, we'll be making some significant executive appointments in the areas of technology, finance, marketing, and sales.
SUBSIDIARY COMPANIES REPORT
1. PICTEL
PICTEL OPERATIONS IN BRAZIL:Operations in Brazil presently revolve around the following issues:
(1) We're waiting for ANATEL to grant us an official telecommunications service provider classification.
(2) Upon receipt of T/C classification we can apply for a government permit to provide telecommunication services in Brazil.
(3) We are presently completing the DAC questionnaire required for the issuance of a license to fly our planes in Brazil.
(4) Victor Ziller is returning to Brazil next week. He's very optimistic about obtaining two Letters of Intent for the ARCS System with two major telecommunications carriers. Both LOI's are for an initial proving system with a number of follow-up systems once the initial system proves out. Both LOI's are conditional on Platforms obtaining all Brazilian Government licenses and permits.
"PICTEL OPERATIONS IN SCANDINAVIA:
"Since the announcement of the NovaTel Memorandum of Understanding, we've been inundated with questions on the company and the terms and conditions of the agreement. Due to competitive sensitivities and a strict confidentiality agreement that prohibits us from discussing the transaction, we cannot provide you with any additional information on this Agreement at this time. What we can tell you, is that there is an agreement in place. The details of its terms and conditions, the people to contact, and the structure of the deal will be disclosed in a detailed press release within the next ten days.
"PICTEL OPERATIONS IN VENEZUELA:
"Marketing efforts in Venezuela are under way. We are currently negotiating for direct Venezuelan representation with prominent business enterprises, interested in marketing the ARCS system throughout Venezuela.
"PICTEL OPERATIONS IN THE MIDDLE EAST:
"Dr. Souhail Toubia, was recently engaged to exclusively represent PICTEL in the Middle East. Dr. Toubia will first concentrate on Saudi Arabia because of the enormous demand for cellular services, and his important personal ties to prominent business and government interests in that country.
2. ORBITAL NETWORK SERVICES CORPORATION:
"This is the one division where we've had to exercise the most discretion, because of the enormity of the proposed business enterprise, and the insistence of our Russian partners that everything be kept confidential until all agreements were executed. "Agreements have now been executed, and we can now share with you what is without a doubt the single, most important transaction between a private American company and the Russian aerospace community.
"Orbital Network Services Corporation, under the auspices of Platforms International Corporation has executed a strategic partnership agreement with Sergei Yakovlev, the son of the legendary Russian aerospace scientist. Under the terms of the strategic partnership alliance, Sergei Yakovlev has organized a federation of eight leading aerospace companies in Russia, including: Molniya, Raduga, Antolev, Tupelov, Yakovlev, SIBNIA, P.O. Polyot, and TsAGI.
"This strategic alliance is designed to combine the finest Russian aerospace technology with American business enterprise. The goal is to develop a full-scale orbital network servicing enterprise to launch, recover, and service satellites and other orbiting hardware.
"The joint venture involves a contribution of Russian technology, intellectual properties, and jet aircraft and aerospace equipment to ONSC, in exchange for an equity participation and a share of the gross revenues of the enterprise. Under the terms of the Agreement the Yakovlev federation will provide ONSC with:
- De-militarized strategic rockets, jet aircraft, and 30 years of aerospace hardware and software technology conservatively valued between $350 to $650 million;
- A cadre of some of the leading aerospace scientists and engineers in Russia; and
- Complete manufacturing capabilities to build, support, and maintain re-usable space launch vehicles.
"Jay Penn, a Senior scientist with Aerospace Corporation, and one of the leading scientific advisors to NASA, referred to the Platforms commercial space program as: 'the only viable, full-service satellite launch and recovery program under development today.'
"Under the terms of the strategic partnership, ONSC will contribute the operating capital to launch the operation, as well as the management, marketing, and technology required to support the operation. As of this date the project is on schedule, with Sergei Yakovlev expected to arrive in the US in early December for technology symposiums, official kickoff ceremonies, and a series of press conferences.
"We're pleased to report we currently have a Letter of Intent from a prominent Midwest investment banker, for $150 million of corporate financing for the ONSC space program. The terms call for the funds to be advanced in the form of a credit line, fully secured by the assets contributed by the Russian federation.
"An interview of Sergei Yakovlev and myself is scheduled to be taped in early December, for airing on CNBC's `The World Business Review' with Caspar Weinberger in January of 1999.
3. FLIGHT DYNAMICS CORPORATION:
"Flight Dynamics Corporation, the designer of the DOLPHIN UCAV, the MAKO, and the BARRACUDA is the first division of Platforms to be incorporated and packaged for a '506' IPO. The offering memorandum is almost completed, and the stock is scheduled to be issued on December 10th. Under the terms of the IPO, Flight Dynamics will issue 2 million shares of its common stock at $2.50 per share, raising $5 million in corporate capitalization to support its operations and make the cash payments required for the acquisitions.
"In closing, I'd like to say that I firmly believe our company is poised to capitalize on the enormous opportunities of the new millennium. As your president, I'm completely committed to making that happen.
"Thank you."
SAFE HARBOR ACT DISCLAIMER
The statements made in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including Platforms' beliefs, expectations, hopes, or intentions regarding the future. All forward-looking statements are made as of the date hereof and are based on information available to Platforms as of such date. Forward-looking statements are an attempt to interpret and project present information into the future, and such statements represent the company's hopes, beliefs, expectations or intentions concerning future events. However, it is important to point out that interpretations and projections of future events involve many assumptions which are qualified and subject to numerous uncertainties, unforeseen events, and material risk factors that could significantly and adversely impact the company's business, its ability to complete the projects it has undertaken, or deliver the expected result/s. Therefore, actual outcomes and results may differ materially from those made in forward-looking statements, and there can be no assurance that the plans and goals of the company stated herein may be realized in time frame/s discussed, or at all.