Wow, now it's closer to $400K (or higher, once our legal and internal costs are added), than $200K. My first question, plus what I brought up before that was only partially answered by David: Where are the historical sales data for the Gordon West products? One measly quarter of data does not a trend make..... Are long term sales of his products trending upwards, or have they been trending downwards? What data was provided to support the future sales figures, or is this a SWAG? How does this forecast compare with forecasts for our 2023-2026 sales for our own license manuals? How accurate have our past forecasts been regarding our own manual sales? If I'm expected to perform our fiduciary duty I need to know that what we are buying here is not just to keep Gordon West's legacy alive.... A three year timeframe to just get our money back, when Gordo could expire within this timeframe seems pretty risky to me. Can we get some sort of life insurance on Gordo to cover our bets on this? 73; Mike W7VO
On 09/14/2023 10:24 AM PDT Fred Kemmerer <fkemmerer@anita-fred.net> wrote:
I’m attaching the slides that explain the transaction that we are considering. This will be the material that we will review during our upcoming special board meeting. I’m happy to answer any questions that folks might have in advance. In case the attached file does not pass through the ODV reflector, here is a link that folks can use to download a copy of the material –
https://www.dropbox.com/scl/fi/ss05gqaj4f1jx7dxwwby1/ARRL-Publishing-Asset-A...
Please note that the ARRL has entered into an NDA with the seller that explicitly restricts any communications about the potential transaction outside of the ARRL board and ARRL officers.
Best and 73,
Fred Kemmerer, AB1OC
(603) 413-5400
Mail: ab1oc@arrl.org mailto:ab1oc@arrl.org
ARRL New England Division Director
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From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> on behalf of David Minster <dminster@arrl.org> Date: Wednesday, September 13, 2023 at 1:34 PM To: "Famiglio, Bob, K3RF (Dir, AD)" <k3rf@arrl.org>, "k5ur@aol.com" <k5ur@aol.com>, "arrl-odv@reflector.arrl.org" <arrl-odv@arrl.org> Subject: [arrl-odv:35187] Re: Special Board Meeting - Monday, September 18
This is an extremely simple transaction. No one is being asked to rubber stamp anything, as the participants and observers in the A&F Committee meeting the other night would agree. Careful time was taken to answer the committee members questions.
The headlines that each Director needs to consider are:
* This is the purchase of a small set of assets from a larger publishing company * This purchase was initially intended (some 2 years ago) to allow us to purchase market share and a stream of income from a reliable, large player in the space * As a business opportunity developed in the A&F Revenue Subcommittee, it was established that ARRL hosted live licensing courses that are interactive would provide another potential stream of income AND the program already utilizes these licensing manuals * The balance of the agreement which would be up to $100K in the purchase of printed books is well within the scope of inventory purchases we make now to operate our retail business and should be of no concern or consideration by the board.
The fundamental decision that each Director needs to make is:
* Does a small acquisition (<$250K) of this licensing manual business make sense from an investment perspective with a return of less than 36 months?
Perhaps Fred Kemmerer can share the slides from the A&F meeting the other day.
From the discussions I have had, I believe that this has widespread support from the directors – and the support is appreciated.
David
From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Famiglio, Bob, K3RF (Dir, AD) Sent: Wednesday, September 13, 2023 11:18 AM To: k5ur@aol.com; arrl-odv@reflector.arrl.org <arrl-odv@arrl.org> Subject: [arrl-odv:35185] Re: Special Board Meeting - Monday, September 18
If we are to be asked to vote on a purchase of all or part of an ongoing publishing business, we need to see the details in advance in order to digest them, form questions for the meeting and consider how to vote. Rubber stamping someone else’s recommendation is not a good practice exercising the duties of the office of a director.
If a proposed agreement has a significant price tag and has been rough drafted for discussion, that also will be helpful to review terms and conditions. Our league has been down this road in the last decade or so with respect to contract approvals which did not turn out well because the devil was in the details not considered or identified. Let’s jog our institutional memory in that regard. A few days to study the proposed transaction terms before a vote is necessary. Anyone else agree or are we not expected to approve an agreement to proceed yet?
Bob Famiglio, K3RF
ARRL Atlantic Division Director
610-359-7300
From: arrl-odv <arrl-odv-bounces@reflector.arrl.org mailto:arrl-odv-bounces@reflector.arrl.org> On Behalf Of k5ur--- via arrl-odv Sent: Tuesday, September 12, 2023 6:24 PM To: arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org <arrl-odv@arrl.org mailto:arrl-odv@arrl.org> Subject: [arrl-odv:35184] Special Board Meeting - Monday, September 18
Hi all:
Thus far I have 13 Directors requesting a special Board meeting regarding the request of the A&F Committee concerning a business opportunity. Therefore, we will have a special Board next Monday, September 18, at 8:00 PM Eastern time.
Zoom info will be provided prior to that time.
Thanks.
73,
Rick - K5UR
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