“The effort to strive for truth has to precede all other efforts.”
| for members | |
Piksel announced that the Board of Directors has a new member, Mr. Simon Fell. https://pikselgroup.com/about/. However, it is very startling that Piksel is still stating Mr. John Honeycutt (CTO of Discovery) to be a member of the Board of Directors on its website, even though Mr. Honeycutt informed us in writing back in January 2018 not to be a member of the Board of Directors any longer. Ms. Ruth Patterson did not respond to our question regarding this matter at all. Such a behaviour resembles that of an ostrich burying its head in the sand. Quite logically, we must ask whether Piksel might be stating more misleading information. For example, we might ask whether the following statement about the new member of the BoD Mr. Fell is true or not „We believe his background and expertise in driving innovation in broadcast and media technologies will be extremely valuable as Piksel continues to grow”. If it was really true that Piksel continues to grow, that would surely be very positive and good news.
History – The Rise and Fall of KIT digital
In 2008, Kaleil Isaza Tuzman’s plan and intentions for the KIT digital project might have been promising. With the help of investors, he gained start-up capital and started to buy different companies that were more or less established in the online video market. Some of them have remained in the current structure of Piksel up to now – for example the ioko company in the UK (where Piksel is now registered) was acquired in 2011 for US$ 74 million in cash and 1.5 million shares. At that time, ioko had a turnover of US$ 54 million and a number of important customers. The current CTO of Piksel, Mark Christie, was the co-founder of ioko and had been its CEO since 1996. Other companies that passed to Piksel via KIT digital include Polymedia, Kewego and Multicast. In the “For Members” section, we are preparing an interesting analysis and comparison of these key entities before they joined KIT digital and after the resignation of Mr. Tuzman, when his influence ended.
When KIT digital shares started trading in September 2009 on NASDAQ and in January 2011 on the Prague Stock Exchange, brokers were eagerly recommending to buy and hold these shares as a long-term investment. However, this story did not end happily, but as a shameful disaster and huge disappointment for shareholders. The price plunge in 2012 from US$ 12 to US$ 0.40 ranks among the saddest records in history. Even if KIT digital might belong to the past today, the CH11 process is still ongoing and nobody knows what the current situation really is or when the CH11 process will be concluded and finally settled.
The healthy and profitable core business of KIT digital, consisting of the aforementioned companies, passed to Piksel Inc. after the court approved the reorganization. Tuzman was arrested in 2015 over alleged fraudulent conduct at KIT digital until 2011 and spent several months in custody in a Colombian prison. He was subsequently transferred to the USA, where he was put under home arrest, wearing an electronic ankle bracelet. Tuzman is now facing a court trial, the sentence is expected to be handed down in the spring of 2018. With all likelihood, Mr. Tuzman will be found guilty and will spend many years in prison. This may be morally satisfying for us, but it certainly will not bring back our investment.
The peak of KIT digital, preceding a mighty fall, was in December 2011, when the share price exceeded US$ 12 with market capitalization over US$ 700 million. Tuzman and other top managers decided to leave the company in the spring of 2012. Events only started to deteriorate further, resulting in tragic consequences for us, the investors.
Unfortunately, this sad story did not end in 2017, despite all the hopes, visions and great plans. The question is, what can we, Piksel shareholders, realistically expect in 2018.
A Brief Description of the Major Events since Spring 2012 until the incorporation of Piksel Inc.
After personal crises in the management, the resignation of Tuzman and his team, and reports of problems at KIT digital, the share price fell from a high of US$ 12 to US$ 3 in the spring of 2012.
The new CEO Barak Bar Cohen, who replaced K.I. Tuzman in May 2012, announced a substantial revision of the turnover forecast. The original value of US$ 320 million was reduced to “only” US$ 250 million.
Remark: It is necessary to remember that the PSG group envisaged a turnover of US$ 120 million in its plan for 2013. Even a complete amateur investor must ask why there was such a huge incredible difference of US$ 130 million in absolute numbers. Where did the activities and production disappear to that generated this difference in turnover? Is it really possible and conceivable that the machinations conducted by Tuzman regarding the increased turnover for fictive SW licences could have had such dimensions? Or that Barak Bar Cohen was completely and fatally wrong when announcing the revised turnover of US$ 250 million? Please visit the “For Members” section for more information.
In May 2012, a new shareholder, Peter Heiland, started his involvement with KIT digital through his investment fund JEC Capital and soon held an 8 % share of the company.
This was certainly good news, as he and another important shareholder, S. Hamot, started to make changes in the composition of the Board of Directors, introducing their representatives into the BoD and declaring their intent to save KIT digital. Peter Heiland became the interim CEO and Fabrice Hamaide the CFO.
All hope vanished when KIT digital management, already headed by Heiland, announced in November 2012 that there were irregularities in the accounting, indicated the possible bankruptcy of the company, and issued the following warning to investors: “Investors should no longer rely upon the Company’s previously issued financial statements for these periods ( 2009 to Q2 2012), any earnings releases or other communications relating to these periods, or projections or estimates for any future periods.” Report here
The share price reached its historic low of US$ 0.50 the following day.
Remark: It is necessary to mention a rather strange fact which is suspicious at least from today‘s perspective. Two members of the PSG Plan suport group (Prescott Capital Management – hereinafter referred to as “Prescott”, and the Dutch foundation Stichting Bewaarder Ratio Capital Partners – hereinafter referred to as “Ratio”), who, together with Heiland, submitted a rescue plan for the company upon it entering CH11 in April 2013, bought all theirs shares of KIT digital only after this plunge and currently rank among the major shareholders of Piksel Inc.
Prescott – 9.8 % – 5,580,127 shares for US$ 3,023,155 (US$ 0.54 per share), source: SEC report
Ratio 3.5 % – 2,014,865 shares. The price has not been made public, but our estimates ranges between US$ 0.35–0.50 USD per share.
Quite logically, it is necessary to ask: Was the subsequent establishment of an “independent” PSG group by JEC Capital, Prescott and Ratio only a coincidence and a result of circumstances back then, or could it have been part of a well-prepared plan? In this context, it might be useful to mention the open letter by Tuzman that was made public on February 2, 2013, i.e. before KIT digital entered CH11. Tuzman made the assertion that Heiland would try to use his insider position to gain control of KIT digital in a pre-arranged bankruptcy through friendly entities. More information from our research about the PSG group, the connection to Circle Holding Netherlands B.V. as a founder of the third member of the PSG group, the Ratio foundation, and other joint activities of JEC and Ratio can be found in the “For Members” section.
In quick succession, trading on the Prague Stock Exchange was terminated, and trading on NASDAQ was transferred to OTC where it finally ended in June 2013.
In April 2013, another blow came for the market and shareholders, which also presented a shimmer of hope at the same time. The interim CEO, P. Heiland, filed for CH11 (as expected by Tuzman) and together with the aforementioned partners, Prescott and Ratio presented a plan to rescue the company and our investment. According to this plan, the aim was to establish a newly restructured company named Piksel Inc. that would take over the healthy assets of KIT digital and continue its business activities. The financial plan presented for 2015 promised solid financial results. Many investors decided to support this future development and became involved in Piksel on the basis of this plan. Let us review the key parameters of the plan for 2013–2015 once again.
|Total Revenue (USD)||120 465 550||130 595 271||145 801 954|
|Income from EBITDA (USD)||6 359 543||8 323 737||10 458 156|
|Net income (After Tax USD)||2 409 788||4 345 071||6 569 629|
The document DOC 74, presented during CH11, indicates that the turnover of the core companies such as ioko, Polymedia, Kewego and Multicast was US$ 135 million in 2012. The PSG group offered us really beautiful visions and plans, as evidenced by the announcement of the CFO, F. Hamaide.
„We are extremely excited to commence the formal reorganization process. Without impacting our operating subsidiaries, the Company has prepared a process that is fair to all stakeholders and contemplates an accelerated timeline that will allow the Company to quickly emerge with a strong balance sheet, no debt, and a product and services platform that is built for profitable growth.“
This plan stated clearly that Piksel would be a healthy, dynamic company with the ability to generate increasing sales and positive cashflow and that due to the reorganization, it would be a company without debt and previous burdens. This was confirmed by Heiland in several press releases. Currently, we are preparing an analysis of the plan and its comparison to the current situation in the “For Members” section. This analysis is based on all information Piksel Shareholders Association managed to obtain in the past and will be available soon.
The price for this new hope was not low and it was up to each shareholder to take it or leave it (the latter meaning that KIT digital shares would fall irrecoverably).
Every shareholder had to pay US$ 0.205 for the transfer of KIT digital shares to Piksel, which amounted to US$12 million in total.
A massive dilution of shares had to be accepted. While JEC, Prescott and Ratio held a 21% share in KIT digital, their share in Piksel is 3 times higher (approximately 65%), and they completely control the company as a result. 2018 marks the 5th anniversary of the court approval of the Plan Support Group’s (PSG) plan and the establishment of the restructured KIT digital under the new name Piksel Inc.
The PSG – Plan Support Group consists of:
- Peter Heiland and Michael Torok – JEC Capital Partners LLC, USA
original share in KITD 8.0 %
www.jeccapital.com web pages are permanently out of order
- Phil Frohlich – Prescott Group Capital Management LLC USA
original share in KITD 9.8 %
- E.A. Kuijl and G.B. Oldekamp – Stichting Bewaarder Ratio Capital Partners, Netherlands,
currently Bart Kool – Gralko B.V. Netherlands
original share in KITD 3.5 %
www.gralko.nl and www.ratiocapital.nl web pages are permanently out of order
Remark: The Stichting Bewaarder Ratio Capital Partners foundation was established on September 6, 2011 by its founder Circle Holding Netherland B.V. Just a few days before the establishment of Ratio, Gralko B.V. company was incorporated. The managing director and 100% owner of Gralko B.V. is Bart Kool.
Piksel Inc. presented itself for the first time, and in a grandiose manner, at the IBA trade fair Amsterdam in September 2013. The shareholders, all of whom had invested additional money and put new hope into this project, believed back then that the company would fulfil its plan and return to trading on a stock exchange or be acquired one day. Unfortunately, none of this has happened until now. Piksel Inc. is still registered in Delaware, USA, with its management in the small town of York, UK.
Where we are today in 2018
Not everyone can imagine the sense of powerlessness and emotions people who have invested their money feel when they have no possibility to influence the development of their investment and no real knowledge of the way their investment is being managed in the first place. And when they do not know what the real financial results of the company are. A company that they – as its shareholders – basically co-own. But the most important question is whether the development of the company follows the plan or not. As of this year, it has been 5 years since we started our story with Piksel in the special regime where the company management constantly repeats that it is under no obligation to provide information to its shareholders, referring to the special private regime of the company. Piksel management repeated this position in their last letter to shareholders dated February 8, 2018 (link here). However, the laws of the federal state Delaware do not forget the rights of minor shareholders. It is only necessary do define the requirements exactly and support them with the right documents and arguments. In this regard, we have to cooperate closely with an US-based law firm specializing in this field of law. It is obvious that individual shareholders have no chance whatsoever to break through this barrier on their own, and for this very reason it is necessary to create a strong counterweight to the major owners. Let us consider that we minor shareholders together hold 35% of Piksel.
- Throughout its whole existence, Piksel has only communicated with minor shareholders by making three letters to shareholders public, and these letters are very general and abstract in nature. It is probably no coincidence that the fourth letter was published just recently, on February 8, 2018. Our analysis and conclusions will be available in the “For Members” section soon.
- We have already noted that Piksel management is not responding to individual requests to conclude an NDA and is not willing to provide financial information to the interested persons.
- We have prepared an analysis of the likely current financial position of Piksel on the basis of publicly and non-publicly accessible information. Unfortunately, everything points to the fact that all key financial figures are heading in the completely opposite direction from the approved reorganization plan. It is important to note that this is happening in the midst of one of most stable periods of economic growth in modern history. A detailed analysis will be available in the “For Members” section soon.
- One of the official sources made documents public regarding charges created by the PSG in order to secure its loans. These documents suggest that the subject of these charges is the key subsidiary Piksel Ltd. For comments to and possible scenarios arising out of this fact please visit the “For Members” section.
- Piksel declared in its last SEC report from 2014 to have only 128 record shareholders registered at Continental, thus having no obligation to present results and information to the SEC. The minimum legal requirement is 300 record shareholders. However, the reality is completely different. According to our estimates, Piksel has probably more than one thousand shareholders from all over the world. These shares are registered through different banks at several brokerage firms and owners pay considerable administrative fees every year. Can you imagine what would happen if only a relatively small group of 172 shareholders transferred their shares to be held under the management of Continental and became record holders? This would surely lead to increased costs for the company regarding the obligation to file reports with the SEC, but at the same time, Piksel would become fully transparent. We will provide detailed instructions regarding the transfer of shares in the “For Members” section. Anyone willing to conduct the transfer may rely upon the assistance of Piksel Shareholders Association and our partner law firm based in the United States.
- Piksel has completely resigned from active promotion at prestigious trade fairs and only rents hotel apartments for possible business discussions and negotiations. Even if this means considerable financial savings, one must ask whether this is the right direction to achieve badly needed growth. It would be interesting to know how many new clients Piksel has gained since its establishment. Important clients which are listed on Piksel’s web page are almost all clients from the KIT digital era. KIT digital either gained them through its active business or these companies were part of the customer portfolio of the acquired companies such as Polymedia, Kewego and Multicast.
- From summer 2017 until the end of 2017, the frequency of company press releases slowed down considerably, or better to say it practically stopped. Each shareholder can make his/her own opinion about the content and quality of these releases. One the other hand, we must admit that the frequency of new releases has been better in 2018. It still necessary to have a closer look at the content of the PR releases, though.
- Specialized public portals throughout the world stopped referring to Piksel as a major player in its field. The market does not consider Piksel to be the leading company or even an important player in the video market.
- Based on our constant observation and monitoring of the company since its creation, and based on all the information accessible to our association, we can say that the strategy of the company has seemed to be very chaotic over the last 5 years. For a certain time in the past, the strategy had been directed towards product development and not predominantly to services. This is only logical, as the market values product-based companies substantially more than mere service companies. Unfortunately, the products which have been presented do not seem to have gained the market’s attention or to have been released in development beyond a mere concept or a semi-product.
- In 2017, Piksel started new web pages, launched the ”pikselgroup“ brand, and it seems, focussed more on offering general IT services. Why do we see this trend? Is it a response to something? Each person may answer the question for himself. This might logically be seen as the failure to find a “product” and an effort to gain revenue from all possible sources, instead of making investments to the previously declared core activities in the area of OTT video. Mr. Tilman describes this new structure in the last letter to shareholders from February 8, 2018.
- With regards to the top managers, we would like to point out some recent changes in the publicly accessible part of our web page:
- Peter Heiland, the major figure in the reorganization process and the biggest shareholder, left Piksel in 2017 as interim CEO (4 years in an “interim” position…) and is currently officially only a member of the Board of Directors.
- Ralf Tillmann became the new interim CEO in 2017.
- Fabrice Hamaide, CFO and another important figure during the reorganization, left in 2017.
- Kevin Joyce, CSO, chief strategy officer, has also terminated his involvement with Piksel according to our information and company web pages. As we might be wrong in this case, we have asked K. Joyce via his LinkedIn profile for a statement several times. Even if our messages had been read, Mr. Joyce chose not to respond.
- The original C-level management has been reduced to a minimum: interim CEO, CTO and General Counsel. Is it a way to achieve higher efficiency or is the reason for this reduction the effort to make financial savings?
- In the “For Members” section, we will follow the events which took place after Tuzman’s departure in more detail, when the company started to separate and liquidate its original subsidiaries such as SEZMI Corp, Megahertz and Kickapps. The pompously announced lawsuits against Tomáš Petrů’s Visual Unity and Petr Stránský’s Content Solution will also have our attention. All available information suggests that many business deals and transactions were non-transparent. We will demand the Piksel management to make a clear statement on these issues and to explain these deals.
- The only way to convert Piksel Inc. shares to cash is either:
- to start trading freely and without restrictions on a stock exchange again
- to sell the company and distribute the proceedings from the sale in cash or by another asset proportionately.
- As all sources indicate, there are probably no concrete offers to acquire the company, and any efforts to start trading again on a stock exchange are not realistic due to the financial results.
- The expectation of every minor investor who put hope and additional finances into Piksel Inc. in 2013 is that now, in 2018 after 5 years, it is time for PSG, who presented the plan and has full control over the company, to show us the accounts and a detailed balance sheet.
What Piksel Shareholders Association Members Request from Piksel Inc.
Dear major owners and shareholders of Piksel Inc.
Dear members of Board of Directors and dear executive managers,
After five years, we cannot close our eyes to the state Piksel is currently in. According to all the information we have gathered from several sources and which we fully rely on, the current economic state of Piksel differs substantially from the plan you presented to us and upon which we gave you our trust.
Piksel started with great potential and many advantages after the court approved reorganization, notably:
- Piksel was freed from the negative impacts of the financial machinations of Tuzman during CH11.
- Contributions amounting to US$ 12 million were made by the original shareholders, and another US$ 12 million by your group PSG in order to settle the debts and obligations of KIT digital.
- A fantastic pool of excellent professionals and experts, whose careers date back to the roots of the field where Piksel now does business. For example, the current CTO Mark Christie, who founded ioko back in 1996 when many people did not even know what the internet was.
- Customers among the leading companies on this planet that influence the lives of billions of people.
Even though your plan was in stark contrast to the revised turnover of US$ 250 million announced in May 2012 by Bark Bar Cohen, then CEO, and your plan proposed “only” US$ 120 million for 2013 with the perspective of year-on-year growth, we said all right, that’s good. At that time, nobody contemplated WHY, HOW or WHERE the difference of US$ 130 million went or what the reasons were. You offered us future hope and these were the assets most in demand by us. Nobody asked WHERE Prescott and Ratio emerged from, WHY these firms bought their shares only after the total collapse of the share price and subsequently became members of the PSG group and together took control of Piksel. Nobody wondered why there has NEVER been a representative of Ratio or Gralko B.V. in the management or on the Board of the company. Nobody wondered why the third partner of PSG is actually a foundation established by Circle Holding Netherland B.V., which is a company active in many tax-havens. Probably nobody paid attention to the de facto disappearance of the SEZMI company in the summer of 2012 and why its patent rights (supposedly completely worthless) were transferred under extremely non-transparent circumstances to Panama, where they were acquired by the Mexican giant Grupo Salinas. We cannot believe that this was Tuzman’s work as he had not been involved with KIT digital for a long time by then. In addition, we have some new information regarding this case, which we aim to analyse and publish in a timely manner. And there are even more transactions we could point out and pose our questions about.
According to your plan and promises, Piksel was supposed to be a healthy, strong and respected company in its field of business which would be able to generate positive financial results, would have no debt and could be an interesting company to sell or start trading on a stock exchange again. Why – after five years – is this not the case?
We have fully legitimate and justified reasons to assume that the company’s management is either not fully competent to hold key positions or that it is not playing fair with us.
It is very nice to hear in your open letters that everything is actually in the best order and that the whole teams does a great job. However, we have been hearing this rhetoric for the last 5 years and we want to see evidence and results. Otherwise, these statements are nothing than empty words and PR. Every business activity can and must be measured. Piksel is no exception and must have audited accounting and financial statements.
You presented a certain rescue plan during CH11 in 2013. On the basis of this plan, the original shareholders of KIT digital paid an additional US$ 12 million. It is only logical and understandable they there must be an opportunity to review the results and put them under severe scrutiny. Those who created the plan are fully responsible for its fulfilment or failure and must face the consequences.
P. Heiland who is the main person behind the whole transformation of KIT to Piksel is undoubtedly a proven financial expert with a successful past career. For this reason, he must be aware that nice statements can have only temporary effects to maintain the trust. Only hard facts and truthful economic results provide an indisputable clarity whether the plans and visions have been fulfilled or not and whether all the information provided has only been words or even wrong or intentionally misleading statements.
Please accept your full responsibility towards the minor shareholders who gave you their trust and finances and who jointly represent a 35% share against your dominant position. Please respect the fact that you are not the only shareholders of Piksel Inc.
Our demands may be summed up in the following 5 points. We urge you to:
- submit a true and genuine statement about the current state of the company and to submit audited results for 2013, 2014, 2015, 2016, and 2017 (when ready), including the plan for 2018.
- present a strategic plan for the next 3 years.
- inform us on the date and agenda of the next annual meeting and to submit the minutes from all previously held annual meetings.
- to explain the non-transparent and unreported sales and liquidation of subsidiaries from CH11 to 01/2014 when KIT digital and Piksel Inc. was obliged to submit reports to the SEC.
- to explain the drastic decrease in sales and activities in the biggest video market – the USA – including the unpleasant circumstances and speculations in connection with the failed raid by the two most important members of PSG and shareholders of Piksel Inc., JEC Capital and Stichting Bewaarder Ratio Capital Partners, aimed at the competitor Synacor in 2014–2015.
Please believe us that we wish nothing more than to be completely wrong in our assumptions, that this is only some kind of bad dream and that Piksel is a fantastic and healthy company with huge potential, without new debt or loans, meeting all plans and goals as presented in 2013. According to your estimates, the turnover of the company was supposed to be US$ 145.8 million in 2015 with a planned increase of 10 % every per year. Quite logically, we should be expecting that the turnover in 2017 amounted to approximately US$ 176 million, including positive results, positive cash flow, and naturally having no new debt or loans. Ralf Tillmann informs us in his last letter from February 8, 2018, that the year 2017 brought about some important changes. Dear Mr. Tillmann, we cannot but ask: how many changes have there been since the establishment of Piksel in 2013? Can you confirm whether Piksel has been meeting its economic plans and projections from 2013, upon which it gained trust from minor shareholders, or not?
We have a deep respect for all the employees of the company who are certainly working very hard every day, doing a great job, trying to create value, working together with their colleagues, and who have their own families and private lives. We respect everyone who managed to cope with the changes in the ownership and asset structure and especially the huge uncertainty that surrounded the company during its bankruptcy and CH11.
However, we – the shareholders and co-owners, who have put our finances and hopes into this project – also have rights. We are starting to assert them this year in 2018, five years since the incorporation of Piksel Inc., and we will also certainly continue to assert them in the future.
Board of Association
Piksel Shareholders Association z.s. was founded in the Czech Republic in the legal form of a registered association.
Piksel Shareholders Association z.s. is registered with the Municipal Court Prague under no. 06761968
Address: Rybná 716/24, Praha 1, 110 00, Czech Republic
Official email address: firstname.lastname@example.org
Official web page: www.pikselclub.com
The supreme body of the association is the Board of Association.
Piksel Shareholders Association z.s. (“PSA”) is a voluntary, non-governmental, non-profit association created on democratic principles. Piksel Shareholders Association z.s. is independent of any political parties, movements or religions.
The main function and aim of the PSA is to coordinate activities of private investors who are shareholders of the company Piksel Inc.
This aim is fulfilled mainly through:
- mutual exchange of information between shareholders via the platform www.pikselclub.com
- communication with the management of Piksel Inc. and its major shareholders
- examining and protecting the investments of the association members
- communication with the professional and general public and contact with the media
- sending common representatives to annual meetings of Piksel Inc.
- securing legal services for the association members
- conducting expert analysis
- Piksel Shareholders Association may cooperate with and be a member of partnership organizations and associations
- the supreme body of the association is the Board of Association.
Any shareholder of Piksel Inc. who applies for membership and proves ownership of Piksel Inc. shares may become a member of PSA. The association may also accept other persons or entities as members that are willing to promote the programme of PSA. Membership in PSA is free of charge. The amount of possible voluntary contributions is completely up to the discretion of each individual. The approval of applications will be decided by the Board of Association at the nearest meeting.
The exact conditions for membership in the Piksel Shareholders Association will soon be specified and made public. For members
Board of Association