Here is Pell's latest salvo against the Company (
http://www.sec.gov/Archives/edgar/data/894237/000119312516590059/d169331ddfan14a.htm)
May 13, 2016
Dear Stockholders of Cogentix:
As one of the largest stockholders of Cogentix, with over $40 million invested in the company, I am writing again to express my deep concern over the future of our investment.
Let me be clear, the promise of the merger between Vision Sciences and Uroplasty – which created Cogentix – was to create shareholder value through complementary platforms. In the past few weeks, a lot of noise has been made about different ways to analyze where the company stands. I see a few unequivocal facts that should concern shareholders about the future of this company:
• The share price has fallen 43%.
• In March 2016, the CEO decided not to provide any revenue guidance for 2016, raising significant uncertainty and doubt about the future of the Company.
- The rationale for this change was a competitor entering the market that was known BEFORE the transaction was completed.
• The total amount of cash (and short term investments) has declined from $9 million at the time of merger to $2.2 as of 31 March 2016.
• Cogentix reported approx. $1 million in losses in the first quarter 2016.
• The recent earnings announcement highlights Cogentix’s deteriorating financial position. During the first quarter of 2016, revenue is down 10.5% sequentially and 3.7% year over year.
• Quarterly revenue run-rate since the merger for Vision Sciences products is down double-digits – Urology (-11.6%) and Airway/Industrial (-13.6%).
Looking ahead, shareholders are now faced with only uncertainty. Despite the fact that the competitive threat to Urgent PC was known even prior to the merger and shareholders approved the merger based on short and long-term guidance provided only recently did Mr. Kill eliminate guidance. The company now hides behind the “advice of investor relations professionals” to justify this action. One independent analyst stated it was “stepping to the sidelines” now because it lacked clarity on the outlook of this key business segment for Cogentix.
Having known about this competition prior to the merger, shareholders should question what has truly changed for the company to now be uncertain about this competition and its outlook. Why has management been unable to craft a competitive strategy to address this competition?
While shareholders have suffered, former Uroplasty directors who now represent a majority on the Cogentix board have ignored Mr. Kill’s (CEO) poor performance while rewarding him with grossly outsized compensation packages.
• During the nine months ending December 31, 2015, Mr. Kill earned $1.2 million in total compensation. This includes $742,000 in salary and bonus payments.
• Equity awards made to Mr. Kill
were not performance based but time vested.
• The Minneapolis/St. Paul Business Journal
identified Mr. Kill as one of the most overpaid executives in the Minneapolis area.
• Mr. Kill’s allies approved his excessive compensation when the funds could have been put to R&D and other productive business purposes to define a competitive strategy going forward.
• Despite my opposition, the Compensation Committee comprising of former Uroplasty directors, approved the CEO’s pay using a compensation peer group that
includes companies with market capitalization that are approximately 27X greater than Cogentix and with revenue as high as $250 million.
The independent proxy advisory firm, ISS, stated: “
Shareholders should continue to monitor compensation practices, and would expect executive compensation to be more strongly performance-based going forward.”
We can no longer wait on the sidelines. The company is in desperate need of highly qualified, proven directors that can work to guide the company to unlock shareholder value.