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Friday, 10/04/2002 12:32:28 PM

Friday, October 04, 2002 12:32:28 PM

Post# of 5044
By: laurelymoody $$$$$
04 Oct 2002, 12:29 PM EDT Msg. 543663 of 543666

WEBCAST Transcript. . .

Operator - Good Afternoon Ladies and Gentlemen. Welcome to MPTV'S webcast presentation. Before turning the call over to Mr. Hurley Reed, CEO of MPTV, I want to read a brief statement concerning forward-looking statements. During the course of this WEBCAST/Conference Call, the Company may make forward-looking remarks regarding future events or the future financial performance of the Company. We wish to caution everyone that such statements are just predictions and actual events or results may differ materially. We refer you to the documents that the Company files periodically with the SEC. These documents contain important factors that could cause actual results to differ materially from those contained in the Company's projections or forward-looking statements. Thank you and now, I am pleased to present the President & CEO of MPTV, Inc., Mr. Hurley Reed.

Hurley - Thank you, Operator. Good afternoon, shareholders. Our main goal for this web cast is to offer clarification around our move to protect our Lake Trop property by filing voluntary bankruptcy protection for our Lake Trop LLC subsidiary. As most, if not all of you are aware, we have a tremendously valuable asset in the Lake Trop property and everything we have done in the past and in particular in the past month, has been with the aim of protecting, and in the future enhancing, that asset for the benefit of MPTV and its shareholders. Also joining us today to offer further expertise in terms of our financing and our legal move to protect the property are Mr. Howard Seidman, our investment banker and Mr. Chris Money, our real estate attorney from the firm Rosenfield & Money of Las Vegas, Nevada. And now Laurel Moody will be joining us to pose a number of the questions that investors have called her with in the past few weeks.

Laurel - Thank you Mr. Reed. Yes, we have had many questions regarding the recent events at MPTV. Thanks for taking the time to address these questions in this kind of forum. Lake Trop LLC is a wholly owned subsidiary of MPTV. It is Lake Trop LLC that has filed for voluntary bankruptcy protection, not MPTV, the publicly traded parent company. Is this right.

Hurley - Yes that's correct Laurel. We need to reiterate the distinction here. Our wholly owned subsidiary, Lake Trop LLC owns the Lake Trop property in Las Vegas. It is that subsidiary and that subsidiary alone that has filed for voluntary bankruptcy protection. MPTV, which is the parent company, the public company, has not filed for chapter 11. That is why the stock symbol has not been changed and trading has not been halted or affected.

Laurel - Mr. Reed, why did management choose to file for voluntary bankruptcy protection?

Hurley - We voluntarily filed for Chapter 11 upon the advice our investors, who are represented by Mr. Howard Seidman here today. I have to say we all feel that this has been very good advice, which is why we have chosen to follow it. We have our current mortgage for the Lake Trop property with Old Standard, a real estate lending institution. Old Standard works with a loan administrator named Ocwen Federal Bank, which is basically a financial institution that collects monthly mortgage payments for Old Standard. It is Ocwen that has been less than cooperative in dealing with us to work out our payment schedule. While we felt that we were in very positive discussions and reaching an agreement in settling our accounts with Old Standard, Ocwen, at the last minute, and unannounced to us, chose to file to put the Lake Trop property into receivership. We did not want that to happen. Had a receiver been appointed, that would have meant that the receiver would have control of our income and funds and that person would also have to be paid, by us, for his time in collecting our income. Obviously this is something we wanted to avoid. Therefore, we immediately moved to protect our income and our asset. We filed for voluntary bankruptcy protection to stop the receivership from moving forward. With the help of our attorneys, we were successful at doing this.

Laurel - At this time maybe we can ask both Mr. Howard Seidman and Mr. Chris Money to further comment on this move. Mr Seidman, would you like comment first?

Howard - Thank you, Laurel. Yes, along with others, I agreed that it would be a good idea for MPTV's Lake Trop LLC to file for Chapter 11. The lender really left Lake Trop with no choice. In my opinion, they were aggressively pursuing the property and Lake Trop needed to aggressively protect itself. Lake Trop is a very valuable piece of property. It is located in a desirable area, where property values have been consistently and dramatically increasing. The property has a lot of equity and therefore contributes a lot of value to the Company.

Laurel - Thank you Mr. Seidman. You bring up a very good point about how much equity there is in the Lake Trop property. It seems that maybe the lender got so aggressive because there was so much equity to be had there. Mr. Money, as an attorney, could you give us your opinion of what could motivate the lender to become so aggressive?

Chris - Sure Laurel, from my point of view, it appears that Ocwen, the loan administrator to the lender, saw an opportunity for themselves. They see a property valued at around $15 million with about $7 million owed on it. By giving the appearance of working out reasonable payment terms with MPTV they had positioned themselves to where they could change their position and force the property into receivership. They hoped to get control of a tremendously valuable property without paying a fair price for it. It would have been a windfall situation for them, had they been able to take over the property. It is unlikely that they would have been playing this game had MPTV owed say, $14 million on the property instead of just under $7 million. But MPTV and its shareholders have a lot of equity in this property and the Company has every right to use every legal means to protect what is rightfully theirs.

Laurel - Very interesting. Also, could you make a brief comment about some of the legal aspects of voluntary bankruptcy protection that would be of interest to our shareholders? And could you explain the difference between voluntary and involuntary bankruptcy protection?

Chris - Thank you, Laurel. I believe that filing for voluntary protection under bankruptcy law was the right move for Lake Trop, LLC. It was our firm's legal and business advice that such a protective and preemptive move was necessary. My firm and I worked very hard to get that filing completed in a timely manner. We work with many property owners n the Las Vegas area and we can appreciate the value of the Lake Trop property and MPTV's duty, as a publicly traded company, to protect the asset of its subsidiary, Lake Trop, LLC. Your second question was about the difference between voluntary and involuntary bankruptcy protection. The main difference is control. Lake Trop was not forced into Chapter 11. It did not have a long list of creditors trying to force the company into a situation that it did not want. Lake Trop voluntarily filed for protection under Chapter 11 of the bankruptcy code just as many individuals do because they may find themselves in a situation in which they feel they are being unfairly treated by a particular creditor. The United States has good, progressive bankruptcy laws, including Chapter 11 and Chapter 7 of the bankruptcy code, which protect companies and individuals alike from overly aggressive creditors. In a voluntary proceeding under Chapter 11 of the Bankruptcy Code, Lake Trop has the ability to continue to operate its business as a debtor in possession while it reorganizes its finances.

Laurel - Thank you Mr. Money and again, thank you Mr. Reed for your insight and for joining us on the call today. Now, Hurley, with some technical background out of the way, I wanted to follow up with you and ask what your plan is for getting Lake Trop out of bankruptcy protection.

Hurley - Laurel, what we are doing now is working with lenders and creditors who can provide us the $7 M to payoff our original mortgage with Old Standard. This process of getting refinancing had been hampered by our lender's loan administrator, but now that we have Chapter 11 protection, we are better able to arrange for this funding.

Laurel - So once you've gotten the financing package worked out, you will come out of bankruptcy protection?

Hurley - Yes, Laurel that is correct. We will be out of bankruptcy protection.

Laurel - After the refinancing, how are you planning on proceed?

Hurley - We are very excited about moving forward. In fact, there is a good chance that the refinancing may come with partial funding for Phase I expansion. So, we may not have to wait at all or, wait very little before funding is in place for Phase I.

Laurel - That's fantastic. Thank you Mr. Reed for taking the time to clarify the recent developments at MPTV and for answering these shareholder questions. We look forward to good things to come at MPTV.

Operator - This completes MPTV's WEBCAST. Investors may hear the archived webcast at MPTV's profile page at yahoo-finance.com or access the link shown in the press release. Investors who have any questions can contact MPTV's investor relations professionals, Laurel Moody of Vision Consulting. Thank you and good afternoon.

Laurel Moody
Vision Corporate Consulting
212 446 6109







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