text:
EX-99.1
8
c39866_ex99-1.htm
Untitled Document
Exhibit 99.1
EGPI/FIRECREEK ACQUIRES FIRST NATURAL GAS
PROPERTY
SCOTTSDALE, AZ - (Business Wire) November 15, 2005 - EGPI
Firecreek, Inc. (OTCBB: EFCR - News) announced the successful acquisition
of a 50% working interest in 1,600 acres of proven undeveloped and probable
gas reserves in Green River Basin, Wyoming. These reserves are estimated
to contain in excess of 10 BCF (billion cubic feet) of gas.
This project will be operated by Newport Oil Corporation,
and is part of their Ten Mile Draw Coal Bed Methane (CBM) gas development
project. The CBM formation has a history of prolific gas production.
Dennis R. Alexander, Chairman of EGPI Firecreek, stated, "This
will provide a solid domestic revenue base and the potential for greater
future revenues as the project develops".
The total investment required to initiate phase one of
the project is in excess of $2.2 million of which EGPI Firecreek has
already delivered their $1.1 million share. This will allow work to commence
immediately. Funding for EGPI Firecreek's initial 50% stake has been
provided by Dutchess Private Equities Funds.
This project joins two long time oilmen: John E. Bruynell,
President of Newport Oil, and Firecreek Petroleum, Inc.'s President
and CEO John R. Taylor. The two have drilled over 100 wells together on locations
in Texas since 1975. Mr. Bruynell indicated during the signing of the agreement
at Firecreek's Fort Worth office that the project will start immediately
with the rehabilitation of the venture's first two existing wells located
on the block. In addition, other rehabilitation opportunities, as well as
other productive formations in the block, will be explored. Mr. Bruynell
stated that an aggressive 5 to 10 well program of development and exploration
drilling is in the planning stages and is expected to commence in late spring
2006. A Gas Purchase Contract and pipeline connections have already been
obtained and are ready for initial gas sales in early December 2005. This
is expected to be the first phase of the joint venture's development
in the area of CBM opportunities.
EGPI Firecreek, Inc., through its Firecreek unit, is focused
on oil production with an emphasis on acquiring existing oil fields with
proven reserves, the rehabilitations of potentially high throughput oilfields,
resource properties and inventories on an international basis.
For more information about EGPI Firecreek Inc. go to:
Egpi Firecreek, Inc.:
www.egpifirecreek.com
Firecreek Petroleum:
www.firecreek.us
InterOilGas:
www.interoilgas.com
This release contains statements that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements appear in a number of places in this release and include
all statements that are not statements of historical fact regarding the intent,
belief or current expectations of EGPI Firecreek Inc., its directors or its
officers with respect to, among other things: (i) financing plans; (ii) trends
affecting its financial condition or results of operations; and (iii) growth
strategy and operating strategy. The words "may", "would", "will", "expect", "estimate", "can", "believe", "potential" and
similar expressions and variations thereof are intended to identify forward-looking
statements. Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
many of which are beyond EGPI Firecreek Inc.'s ability to control, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. More information about the potential
factors that could affect the business and financial results is and will
be included in EGPI Firecreek's filings with the Securities and Exchange
Commission.
Contact:
Firecreek Petroleum Inc.
George "Bud" Faulder,
817-732-5949
(Shareholder Relations)
bud@firecreek.us

text: EGPI/FIRECREEK

text:
EGPI
Firecreek, Inc.

text: Dennis R. Alexander

text: John E. Bruynell

text: EGPI Firecreek, Inc.

text: Egpi Firecreek, Inc.


dataset: buster

text:
EX-99.1
3
tv478694_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
CHICKEN SOUP FOR THE SOUL ENTERTAINMENT
COMPLETES MILESTONE ACQUISITION OF SCREEN MEDIA
Company Now Owns One of World's
Largest, Independent TV and Film Libraries and
Direct-to-Consumer Online Video Platform
with 15 Million Active Users
CSS Entertainment's Q4 2017
Adjusted EBITDA Now Expected to Substantially
Exceed $10 Million
Management Conference Call to Be Held
At 8:30 A.M. ET Today
COS COB, CT - NOVEMBER 6, 2017 -
Chicken Soup for the Soul Entertainment, Inc. ("CSS Entertainment") (Nasdaq: CSSE), a fast-growing provider of positive
and entertaining video content, today announced the completion of the acquisition of Screen Media Ventures, LLC ("Screen
Media"). The transaction was completed after the market close on Friday, November 3, 2017.
The Screen Media acquisition dramatically
enhances the value of CSS Entertainment's portfolio of assets, as well as CSS Entertainment's capacity to drive revenue
and profit growth.
"Screen Media's assets are
an extraordinary addition to our growing portfolio of highly-valuable media assets", said William J. Rouhana, Jr., chairman
and chief executive officer. "As we have regularly communicated to the investment community, our intention has always been
to identify potentially transformative opportunities that enable us to achieve our ambitious growth plans".
The Screen Media content library of over
1,200 television series and feature films is one of the largest, independently-owned libraries of filmed entertainment in the world.
Through direct worldwide relationships, this content is distributed across all media, including theatrical, home video, pay-per-view,
free cable and paid television, video-on-demand and existing and emerging video platforms.
The Screen Media assets also include the
direct-to-consumer Popcornflix online video platform. This platform is comprised of five digital streaming channels. The Popcornflix
direct-to-consumer platform is available in 56 countries and has current rights to over 3,000 films and approximately 60 television
series (representing 1,500 episodes). The Popcornflix app has been downloaded approximately 24 million times on iOS and Android
smartphones and other devices. For the 12 months ended September 30, 2017, Popcornflix had 15 million active users.
"The Screen Media acquisition accomplishes
numerous strategic objectives in a single transaction", added Mr. Rouhana. "Objectives we have emphasized to investors
include: building our portfolio of assets; expanding our content distribution capabilities; deploying our ad sales capabilities
to maximize monetization of acquired content; expanding and diversifying our sources and timing of revenue (including realizing
our revenue more evenly throughout all four quarters of the year); and accelerating tangible growth in shareholder value. We are
thrilled to be checking all of these boxes in a single transaction".
Screen Media is expected to generate approximately
$12 million in revenue and approximately $5 million in EBITDA for the full year 2017. A 2017 appraisal valued the Screen Media
library and Popcornflix direct-to-consumer platform at approximately $25 million. As required, CSS Entertainment is securing a
new independent asset appraisal which will be reflected (along with additional financial information) in an amendment to the Form
8-K being filed today with the SEC. The amended Form 8-K/A is required be filed within 75 days of the closing of the Screen Media
acquisition.
"We have been highly disciplined
in reviewing numerous opportunities and pursuing those that can dramatically accelerate the implementation of our strategic plan
and provide greater diversity of our revenue streams, allowing us to prioritize the timing of various initiatives", said
Scott W. Seaton, vice chairman and chief strategy officer. "Our recent IPO has provided us with the necessary capital resources
to diversify our revenue both organically and through acquisitions".
At September 30, 2017, as set forth in
our quarterly report also being filed today with the SEC, CSS Entertainment had in excess of $15 million in liquidity and no debt.
Mr. Seaton added, "We continue to
have a strong balance sheet with no debt and substantial liquidity, including cash on hand, an unused line of credit and positive
operating cash flow. We now expect our Q4 2017 Adjusted EBITDA to substantially exceed $10 million".
The purchase price of Screen Media was
comprised of approximately $4.9 million in cash, the issuance of 35,000 shares of CSS Entertainment's Class A common stock
and CSS Entertainment's Class Z warrants exercisable into 50,000 shares of CSS Entertainment's Class A common stock
at $12 per share.
"We are extremely fortunate to have
had the opportunity to acquire Screen Media's valuable assets at a significant discount to their appraised value, intrinsic
value and replacement cost", stated Mr. Rouhana. "We had been following Screen Media closely and were patient in waiting
for an attractive opening to acquire these assets. Given our familiarity with Screen Media, our strong balance sheet with ample
liquidity and no debt, we were well positioned to move forward quickly with the purchase".
CSS Entertainment's management will
host a conference call this morning, November 6, 2017, at 8:30 a.m. ET. To participate on the conference call, please dial toll-free
(833) 832-5128 approximately 10 minutes prior to the start of the conference call. International callers may dial (484) 747-6583.
Please reference conference ID # 8672469.
The conference call is also being webcast
with an accompanying presentation, which can be accessed through the investor relations section of CSS Entertainment's website, http://www.cssentertainment.com/.
Please access the website 15 minutes prior to the start of the conference call to download and install any necessary audio software
and download the presentation.
An archived replay of the conference call
will also be available through the investor relations section of CSS Entertainment's website approximately one hour following
the completion of the call and will be made available for a period of 12 months.
ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT
Chicken Soup for the Soul Entertainment,
Inc. is a fast-growing provider of positive and entertaining video content that brings out the best of the human spirit. The company
is aggressively growing its business through a combination of organic growth, licensing and distribution arrangements, acquisitions,
and strategic relationships. Chicken Soup for the Soul Entertainment is also expanding its partnerships with sponsors, television
networks and independent producers. The company will make its video content available to consumers globally through television
and online networks, including its online affiliate APlus.com. The company is a subsidiary of Chicken Soup for the Soul, LLC.
USE OF NON-GAAP FINANCIAL MEASURES
This press release contains a non-GAAP
financial measure (EBITDA), which is not recognized under GAAP, as a supplemental indicator of our operating performance. This
non-GAAP financial measure is provided to enhance the readers understanding of our historical and current financial performance.
EBITDA means earnings before interest, taxes, depreciation and amortization. Management believes EBITDA to be a meaningful indicator
of our performance that provides useful information to investors regarding our financial condition and results of operations. The
most comparable GAAP measure is operating income.
FORWARD LOOKING STATEMENTS
This press release includes forward-looking
statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such
forward-looking statements are subject to risks (including those set forth in the offering circular) and uncertainties which could
cause actual results to differ from the forward looking statements. The company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company's
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Investors
should realize that if our underlying assumptions for the projections contained herein prove inaccurate or that known or unknown
risks or uncertainties materialize, actual results could vary materially from our expectations and projections.
MEDIA CONTACT
Jeanene Timberlake
RooneyPartners LLC
jtimberlake@rooneyco.com
(646) 770-8858
INVESTOR RELATIONS
Sanjay M. Hurry/Jody Burfening
LHA Investor Relations
CSSEnt@lhai.com
(212) 838-3777

label: organization

text: CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

text: SCREEN MEDIA

text: Screen Media Ventures, LLC

override: organization

text:
Screen
Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: Screen Media

text: CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

text: Chicken Soup for the Soul Entertainment

source_dataset: expertai/BUSTER

annotation_scope: BUSTER company-role spans plus reviewed organization, fund, person, and event additions with document-local surface projection; annotations remain non-exhaustive


text:
EX-99.1
3
pr05082006.htm
PRESS RELEASE
Press Release May 9, 2006
Exhibit 99.1
Molecular Pharmacology
(USA) Limited
8721 Santa Monica Blvd., Suite 1023
Los Angeles, CA 90069-4507
Symbol:
MLPH
MOLECULAR PHARMACOLOGY CONCLUDES ACQUISITION OF
PHARMACEUTICAL DEVELOPMENT COMPANY
May 9, 2006
FOR IMMEDIATELY RELEASE
CONTACT:
Ian Downs
Molecular Pharmacology (USA) Limited
888-327-4122
Los Angeles, CA - Tuesday, April 9, 2006 - Molecular
Pharmacology (USA) Limited (OTCBB: MLPH)
is pleased to announce that it has
acquired 100% of the issued and outstanding share capital of Molecular
Pharmacology Limited ("
MPLA
") an Australian corporation. The transaction
was originally announced by the Corporation in a press release dated November
29, 2005 and was subsequently approved by a majority of the stockholders of the
Company at a stockholders meeting held on April 21, 2005. As a result of the
transaction, PharmaNet Group Limited ("
PharmaNet
"), the former parent
company of MPLA, now controls approximately 66.89% of the Corporation's issued
and outstanding share capital. The transaction between the parties closed in
escrow with an effective closing date of May 8, 2006.
The acquisition of MPLA provides the Corporation an immediate and solid
international foundation and will allow it to grow its business into all major
geographical markets. The assets and resources of the Australian company and its
existing teams and development programs will augment the Corporation's plan to
develop safe and effective pain and inflammation management products.
MPLA has established key personnel, a medical team and development and
testing capabilities in Australia and Singapore through leading universities,
government testing facilities and private research centers. The Corporation will
continue to maintain these assets and has moved to secure key employees and
relationships going forward.
For further detail about the transaction, MPLA and the business of the
Corporation going forward please refer to the Notice of Meeting and Management
Information Circular of the Corporation dated March 31, 2006, available on
www.sec.gov.
About Molecular Pharmacology (USA) Limited
Molecular Pharmacology (USA) Limited (OTCBB: MPLH) is a public biotechnology
company dedicated to the discovery and development of analgesic and
anti-inflammatory products based on the proprietary MPL-TL compound. MPL
USA holds the exclusive worldwide rights to develop new and fast-acting
analgesic and anti-inflammatory products based on MPL-TL. For more
information on MPL USA, please visit
www.mpl-usa.com
.
Forward-Looking Statements
Certain statements made in this document are forward-looking. Such statements
are indicated by words such as "expect", "should", "anticipate", "may" and
similar words indicating uncertainty in facts and figures. Although MPL believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations reflected in such
forward-looking statements will prove to be correct. Actual results could differ
materially from those projected in the forward-looking statements as a result
of factors, including: uncertainties associated with product development, the
risk that products that appeared promising in early development phases do not
demonstrate efficacy in clinical studies and trials, the risk that MPL will not
obtain approval to market its products and ingredients as envisaged, the risks
associated with dependence upon key personnel and the need for additional
financing.

text:
Molecular Pharmacology
(USA) Limited

text: MOLECULAR PHARMACOLOGY

text: Molecular Pharmacology (USA) Limited

text:
Molecular
Pharmacology (USA) Limited

text:
Molecular
Pharmacology Limited

text: MPLA

text: MPLA

text: MPLA

text: MPLA

text: MPLA

text: Molecular Pharmacology (USA) Limited

text: Molecular Pharmacology (USA) Limited


text:
EX-99.1
3
d806240dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
PGT Innovations Completes Acquisition of NewSouth Window Solutions
VENICE, Fla., February 3, 2020 - PGT Innovations, Inc. (NYSE:PGTI) a national leader in the premium window and door category, today announced that
it has completed its acquisition of NewSouth Window Solutions.
"We are pleased to formally welcome NewSouth into our family of brands", said
Jeff Jackson, President and Chief Executive Officer of PGT Innovations. "With the completion of this acquisition, we believe PGT Innovations has taken an important step in enhancing our
go-to-market
strategy and has done so with a strong brand that leads in the
direct-to-consumer
channel. We look forward to
implementing our geographic expansion plans for NewSouth Window Solutions and expanding the presence of PGT Innovations in areas outside of our core markets".
"Our entire team at NewSouth is incredibly proud to be joining the PGT Innovations family", said Earl Rahn, President and
Co-Founder
of NewSouth Window Solutions. "NewSouth Window Solutions has a history of strong growth demonstrated by nine factory showroom openings in eight years. Now, backed by the experience and industry
leadership of PGT Innovations, we believe our coastal growth strategy outside of Florida can accelerate at an even more rapid pace".
About PGT Innovations, Inc.
PGT
Innovations manufactures and supplies premium windows and doors. Its highly-engineered and technically-advanced products can withstand some of the toughest weather conditions on earth and unify indoor/outdoor living spaces.
PGT Innovations creates value through deep customer relationships, understanding the unstated needs of the markets it serves and a drive to develop
category-defining products. PGT Innovations is also the nation's largest manufacturer of impact-resistant windows and doors, holds the leadership position in its primary markets, and is part of the S&P SmallCap 400 Index.
The PGT Innovations' family of brands include CGI
®
, PGT
®
Custom Windows & Doors, WinDoor
®
, Western Window Systems
®
, CGI
Commercial
®
and Eze-Breeze
®
. The Company's brands, in their respective markets, are a preferred choice of architects, builders,
and homeowners throughout North America and the Caribbean. The Company's high-quality products are available in custom and standard sizes with multiple dimensions that allow for greater design possibilities in residential, multi-family,
and commercial projects. For additional information, visit
www.pgtinnovations.com
.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meanings of the federal securities laws. Forward looking statements are
statements other than historical fact, and involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements generally can be identified by
the use of forward-looking terminology, such as "expected", "expect", "planned", "opportunity", "enable", "anticipated" "should", "believe", "may,"
"forecasted", "guidance", "intend", "believe" and similar terminology. These risks and uncertainties include factors such as:
.
our level of indebtedness, which increased in connection with our acquisition of Western Window Systems, and
increased further in connection with our acquisition of NewSouth;
.
the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities
related to, our acquisitions of NewSouth and Western Window Systems;
.
the risk that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected
from our acquisitions of NewSouth and Western Window Systems may not be fully realized or may take longer to realize than expected or that our actual integration costs may exceed our estimates;
.
changes in raw material prices, especially for aluminum, glass and vinyl, including, price increases due to the
implementation of tariffs and other trade-related restrictions;
.
our dependence on a limited number of suppliers for certain of our key materials;
.
sales fluctuations to and changes in our relationships with key customers;
.
increases in bad debt owed to us by our customers in the event of a downturn in the home repair and remodeling or
new home construction channels in our core markets and our inability to collect such debt;
.
in addition to the acquisitions of NewSouth and Western Window Systems, our ability to successfully integrate
businesses we may acquire in the future, or that any business we acquire may not perform as we expected at the time we acquired it;
.
increases in transportation costs, including due to increases in fuel prices;
.
our dependence on our impact-resistant product lines and contemporary indoor/outdoor window and door systems, and
on consumer preferences for those types and styles of products;
.
product liability and warranty claims brought against us;
.
federal, state and local laws and regulations, including unfavorable changes in local building codes and
environmental and energy code regulations;
.
our dependence on our limited number of geographically concentrated manufacturing facilities;
.
risks associated with our information technology systems, including cybersecurity-related risks, such as
unauthorized intrusions into our systems by "hackers" and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to
perform as intended; and
.
the risks and uncertainties discussed under Part I, Item 1A, "Risk Factors" in the Company's
Annual Report on Form
10-K
for the year ended December 29, 2018.
Statements in this press release that are forward-looking statements include, without limitation, our
expectations regarding: (1) the impact of the NewSouth acquisition on our
go-to-market
strategy; and (2) NewSouth's coastal growth strategy outside the
state of Florida, including the pace of that growth. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no
obligation to update these forward-looking statements to reflect subsequent events or circumstances from the date of this press release.
SOURCE: PGT
Innovations, Inc.
PGT Innovations Contacts:
Investor
Relations:
Sherri Baker,
941-480-1600
Senior Vice President and CFO
SBaker@PGTInnovations.com
Media Relations:
Brent Boydston,
941-480-1600
Senior Vice President, Corporate Sales and Marketing
BBoydston@PGTInnovations.com

text: PGT Innovations

text: NewSouth Window Solutions

text: PGT Innovations, Inc.

text: NewSouth Window Solutions

text: NewSouth

label: person

text: Jeff Jackson

text: PGT Innovations

text: PGT Innovations

text: NewSouth Window Solutions

text: PGT Innovations

text: NewSouth

text: PGT Innovations

text: Earl Rahn

text: NewSouth Window Solutions

text: NewSouth Window Solutions

text: PGT Innovations

text: PGT Innovations, Inc.

text:
PGT
Innovations

text: PGT Innovations

text: PGT Innovations

text: PGT Innovations

text: NewSouth

text: NewSouth

text: NewSouth

text: NewSouth

text: NewSouth

text: NewSouth

text:
PGT
Innovations, Inc.

text: PGT Innovations


text:
EX-99
4
exh99.htm
EXHIBIT 99
CHARTWELL INTERNATIONAL COMPLETES ACQUISITION OF SHORT-LINE RAILROAD
CHARLESTON, W.Va, May 2, 2006/PRNewswire-FirstCall/ -- Chartwell International, Inc. (OTC Bulletin Board: CHWN - News; "Chartwell") today announced it completed the acquisition of Middletown and New Jersey Railway Company, Inc., a privately held New York Corporation ("M&NJ"), which owns and operates a regional short-line railroad.
Overview of Acquisition & Vision
The timing and fit of the acquisition of M&NJ short-line is exceptional as the rail properties are in an excellent geographic location, in the fast growing Orange County of New York. Approximately 60 miles north of New York City, Orange County is located between three major highways, an international airport, Class 1 rail facilities, and the Hudson River. Middletown's proximity to major population centers and transportation arteries would make it a logical center of a regional intermodal system, attracting regional distribution centers, warehouses, commercial, industrial and residential developers. M&NJ connects with the Class 1 Norfolk Southern Railway System in Middletown.
As has been the trend during the past decade, short-line railroads across the country, such as the M&NJ, are providing shippers with cost-effective transportation, especially for heavy and bulky commodities including product mixes such as timber, chemicals-plastics, minerals such as clay, limestone, crushed stone, gravel, road salt, and in some instances construction and demolition debris which cannot be recycled or disposed locally. The trend toward short-line railroad growth is becoming increasingly important as trucking is adversely affected by a shortage of drivers, increasing highway congestion and high fuel costs
Imre Eszenyi, Chartwell's Chairman commented: "M&NJ has before been a key element of regional economic development and growth, and we believe, rail freight can again be an important factor in retaining and attracting existing and new industries and services jobs. Now that we own M&NJ, we look forward to working with State, County and local officials in developing a long-term mutually beneficial relationship.
Financing
The total acquisition for M&NJ was $2.2 million, funded from proceeds of Chartwell's recent equity private placement.
On December 6, 2005, New York State Governor Pataki announced a five-year, $100 million rail funding program that will help New York railroads make infrastructure and capacity improvements, which will modernize the State's rail network and keep it competitive. Known as the Rail Freight and Passenger Rail Assistance Program, the funding will provide approximately $20 million for improvements each year through 2010. In the first round of funding 19 railroads have been awarded $40 million for the 2005 - 2006 fiscal years, which includes $750,000 for M&NJ for track rehabilitation. M&NJ will use the grant funds for critical works and safety improvements on the railroad in Middletown, allowing it to continuously serve its current customers, and develop new customer business. Chartwell expects the acquired business will require substantial annual capital expenditures and investments in continuous
operational upgrades, infrastructure expansions of the railroad and expansion of its personnel.
1
Mr. Eszenyi commented: "We are pleased with the possibility of making immediate improvements to the railroad from the grant funds, which will also create numerous local job opportunities. Currently, M&NJ is seeking to add locomotive operators and maintenance support".
History of M&NJ
Founded in 1947, M&NJ, headquartered in Middletown, New York has historically been an integral part of the growth of Orange County. M&NJ and its predecessors transported milk, milk products, livestock, feed and coal. As recently as in the mid 1980s, M&NJ serviced a chemical and a fertilizer plant on its short-line. The business is currently serving Genpak, a plastic packaging company and Orange & Rockland Utilities. Detailed information on the history of the railroad and how it benefited the region and its communities for over a century can be found on the Middletown & New Jersey Railroad Historical Society's website at www.mnjrhs.org
For additional information, please refer to Chartwell's current report on Form 8-K filed with the Securities and Exchange Commission with respect to this event.
NOTE: The foregoing is news relating to Chartwell and contains forward- looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. When used in this release, the words "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Chartwell or its management are intended to identify such forward- looking statements. Chartwell's actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. For information that is more detailed the reader is referred to Chartwell's 10-KSB and other related documents filed with the Securities and Exchange Commission. This does not constitute an offer to buy or sell securities by the Company and is meant purely for informational purposes.
For additional information contact:
Imre Eszenyi, Chairman of the Board
Chartwell International, Inc.
1124 Smith Street
Charleston, WV 25301
Tel: 1 304 345 8700
2

text: CHARTWELL INTERNATIONAL

text: Chartwell International, Inc

text: Imre Eszenyi

text: Imre Eszenyi

text: Chartwell International, Inc


text:
EX-99.1
3
tm1921476d1_ex99-1.htm
EXHIBIT 99.1
Exhibit
99.1
Consolidated
Water Acquires PERC Water Corporation, Expanding its Product Offerings and Presence in the U.S.
GEORGE TOWN,
Cayman Islands, October 30, 2019 --
Consolidated Water Co. Ltd
.
(Nasdaq Global
Select Market: CWCO), a leading developer and operator of advanced water supply and treatment plants, has purchased a controlling
interest in PERC Water Corporation (PERC) for approximately $4.1 million.
PERC is
an innovative water
infrastructure company headquartered in Costa Mesa, California that develops, designs, builds, operates and manages water and wastewater
infrastructure throughout the Western U.S. The company's proven business model provides customers certainty in cost, scheduling
and performance through a wide range of project delivery methods and asset management services.
Since its inception in 1998, PERC has completed and continues
to support numerous water infrastructure projects, including new facilities, facility upgrades, short and long-term operations
services, and asset management engagements, and brings to Consolidated Water several active projects.
PERC's market reach extends throughout the U.S. with a
strong focus and presence in the Southwestern U.S., where water shortages are becoming increasingly prevalent. The PERC acquisition
expands Consolidated Water's product and service offerings to include advanced water and wastewater recycling plants. PERC
has won numerous industry awards for its innovative designs and highly efficient project delivery model.
"This acquisition represents another milestone in our
strategy to widen our geographical footprint, expand into new markets, and complement our revenue stream with synergistic product
and service offerings,
" commented Consolidated Water CEO, Rick McTaggart.
"PERC
also provides a platform to expand our core business of designing, constructing and operating desalination plants into water short
regions of the U.S., particularly in the Southwest".
PERC Founder Johan Perslow commented: "Given our many
synergies and shared vision for growth, we're excited to become a part of the Consolidated Water team. The Southwest's
water management challenges have created growing demand and opportunity for water treatment and reuse projects. Given Consolidated
Water's specialized capabilities, greater access to capital and other important resources they provide, PERC is well-positioned
to take greater advantage of this fast-growing market".
Transaction Terms
Effective October 24, 2019, Consolidated Water purchased 51%
of the outstanding stock in PERC Water Corporation from existing shareholders for approximately $4.1 million.
This
purchase price may be adjusted based upon the final determination of
actual working capital amounts at closing, but any
such adjustment is not expected to be material. PERC generated approximately $8.7 million and $11.8 million in revenues over the
nine months ended June 30, 2019 and the twelve months ended September 30, 2018, respectively.
As a result of the transaction, a small group including PERC
senior executives now collectively own 49% of PERC. Consolidated Water has been granted a call option, exercisable after three
years, to purchase the remaining 49% of PERC at market value. The minority shareholders in PERC each have individual put options,
exercisable after five years, to compel Consolidated Water to buy a portion or all of their remaining 49% ownership at market value.
1
Additional information about the transaction
is available in the Form 8-K as filed with the Securities and Exchange Commission at www.sec.gov, as well as in the investor relations
section of Consolidated Water's website at www.cwco.com.
About Consolidated Water Co. Ltd.
Consolidated Water Co. Ltd. develops and
operates advanced water supply and treatment plants and water distribution systems. The company operates water production facilities
in the Cayman Islands, The Bahamas and the British Virgin Islands and operates water treatment facilities in the United States.
The company also manufactures and services a wide range of products and provides design, engineering, management, operating and
other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater
treatment. For more information, visit www.cwco.com.
About PERC Water Corporation
PERC Water Corporation is an innovative
water infrastructure company that develops, designs, builds, operates and manages water infrastructure throughout the United States.
The company's proven approach provides certainty in cost, schedule and performance resulting in highly efficient and environmentally
sensitive solutions. PERC has designed more than 60 water infrastructure projects, 31 of which were delivered as design/builder
and/or operator. For more information, visit www.percwater.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project", "intend", "expect",
"should", "will" or similar expressions. These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to (i) continued acceptance of the company's products and services in the marketplace;(ii)
changes in its relationships with the governments of the jurisdictions in which it operates; (iii) the outcome of its negotiations
with the Cayman government regarding a new retail license agreement; (iv) its ability to complete the project under development
in Baja California, Mexico; (v) the future financial performance of its subsidiary that manufactures water treatment-related systems
and products and provides design, engineering, management, operating and other services applicable to commercial, municipal and
industrial water production; (vi) the collection of its delinquent accounts receivable in the Bahamas; (vii) its ability to integrate
and profitably operate PERC; and (viii) various other risks, as detailed in the company's periodic report filings with the Securities
and Exchange Commission ("SEC"). For more information about risks and uncertainties associated with the company's
business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations"
and "Risk Factors" sections of the company's SEC filings, including, but not limited to, its annual report on
Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting the company's Secretary at the
company's executive offices or at the "Investors - SEC Filings" page of the company's website at
http://ir.cwco.com/docs/. Except as otherwise required by law, the company undertakes no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
Company Contact:
David W. Sasnett
Executive Vice President and CFO
Tel (954) 509-8200
dsasnett@cwco.com
Investor Relations Contact
Ron Both, CMA
Tel (949) 432-7566
CWCO@cma.team
2

text:
Consolidated
Water

text: PERC Water Corporation

text: Consolidated Water

text: PERC Water Corporation

text: Consolidated Water

text: Consolidated Water

text: Consolidated Water

text: Consolidated Water

text:
Consolidated
Water

text: Consolidated Water

text: PERC Water Corporation

text: Consolidated Water

text: Consolidated Water

text: Consolidated Water

text: Consolidated Water

text: Consolidated Water

text: PERC Water Corporation

text: PERC Water Corporation


text:
EX-99.1
2
dakotaclosingpr.htm
PRESS RELEASE
DakotaClosingPR
Exhibit 99.1
Post Holdings Completes Acquisition of Dakota Growers Pasta Company
St. Louis, Missouri - January 2, 2014 - Post Holdings, Inc. (NYSE:POST) today announced it has completed the previously announced acquisition of private label pasta manufacturer Dakota Growers Pasta Company, Inc., effective January 1, 2014.
About Post Holdings, Inc.
Post Holdings, Inc. is the parent company of Post Foods, LLC, Attune Foods, LLC, Dakota Growers Pasta Company, Inc. and Premier Nutrition Corporation. Post has enriched the lives of consumers, offering quality foods since 1895. Post's products are generally sold to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores and the foodservice channel in North America. Post's portfolio of brands includes diverse offerings to meet the taste and nutritional needs of all families, including such favorites as Honey Bunches of Oats®, Pebbles™, Great Grains®, Post Shredded Wheat®, Post® Raisin Bran, Grape-Nuts®, and Honeycomb®. With recent acquisitions, Post's portfolio of brands now also includes Attune®, Uncle Sam®, Erewhon®, Golden Temple™, Peace Cereal®, Sweet Home Farm®, Willamette Valley Granola Company™, Premier Protein® and Joint Juice®. Post is dedicated to health and wellness, offering consumers a variety of choices to meet their nutritional needs. For more information, visit www.postholdings.com.
Contact:
Investor Relations
Brad Harper
brad.harper@postfoods.com
(314) 644-7626

text: Post Holdings

text: Dakota Growers Pasta Company

text: Post Holdings

text: Dakota Growers Pasta Company

text: Post Holdings

text: Post Holdings

text: Dakota Growers Pasta Company


text:
EX-99.1
3
v168358_ex99-1.htm
Investor
Relations Contact:
Company
Contact:
Crocker
Coulson, President
Laby
Wu, Chief Financial Officer, Director of
Investor
Relations
CCG
Investor Relations
Puda
Coal, Inc.
+1-646-213-1915
+86-10-6439-2405
crocker.coulson@ccgir.com
labywu@gmail.com
www.pudacoalinc.com
Elaine
Ketchmere, VP of Financial Writing
+1-310-954-1345
elaine.ketchmere@ccgir.com
www.ccgirasia.com
FOR IMMEDIATE
RELEASE
Puda
Coal Closes Jianhe Coal Mine Acquisition
TAIYUAN, SHANXI PROVINCE,
China
, December 7, 2009 - Puda Coal, Inc. (NYSE Amex: PUDA), a supplier
of high grade metallurgical coking coal used to produce coke for steel
manufacturing in China, today announced the closing of its 18% equity transfer
agreement with Shanxi Jianhe Coal Industry Limited Company ("Jianhe
Coal").
In May
2009, the Company entered into an equity transfer agreement ("the Agreement") to
acquire 18% of Jianhe Coal. Pursuant to the Agreement, the stockholder owning
the other 82% of Jianhe Coal guaranteed the Company first priority rights
to purchase the remaining shares of Jianhe Coal within the 24-month period
following execution of the Agreement. The Company will be paid proportionate
semi-annual dividends based on its 18% ownership. Total dividends for Jianhe
Coal will be no less than 80% of its annual net profit.
"Leveraging
our status as a consolidator of eight coal mines in Pinglu County, we are
applying to be a consolidator in the coal reserve area where Jianhe Coal is
located", commented Mr. Zhu Liping, Chairman and CEO of Puda Coal. "We are
confident that our strategic transition upstream into the coal mining business
will increase our profitability and maximize our shareholder
value."
About
Puda Coal Inc.
Puda
Coal, through its subsidiaries, supplies premium high grade metallurgical coking
coal used to produce coke for steel manufacturing in China. The Company
currently possesses 3.5 million metric tons of annual coking coal capacity.
Shanxi Province provides 20 - 25% of China's coal output and supplies nearly 50%
of China's coke. For more information, please visit
www.pudacoalinc.com
FORWARD-LOOKING
STATEMENTS
The
information contained herein includes forward-looking statements. These
statements relate to future events or to our future financial performance, and
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance, or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. You
should not place undue reliance on forward-looking statements since they involve
known and unknown risks, uncertainties and other factors which are, in some
cases, beyond our control and which could, and likely will, materially affect
actual results, levels of activity, performance or achievements. Any
forward-looking statement reflects our current views with respect to future
events and is subject to these and other risks, uncertainties and assumptions
relating to our operations, results of operations, growth strategy and
liquidity. For example, our plan to acquire and consolidate more coal mines is
subject to, among other things, the risks and uncertainties relating to the
market and geological condition, due diligence, negotiation for definitive
agreements, etc. which are beyond our control, as well as our management's
ability and capacity to execute our coal mine acquisition strategy and manage
the coal mine operations. We assume no obligation to publicly update or revise
these forward-looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the
future.
###

text:
Crocker
Coulson

text:
Laby
Wu

text:
Puda
Coal

text:
Elaine
Ketchmere

text:
Puda
Coal

text: Jianhe Coal

text: Puda Coal

text: Jianhe Coal

text:
Jianhe
Coal

text: Jianhe Coal

text: Jianhe Coal

text: Jianhe Coal

text:
Jianhe
Coal

text: Jianhe Coal

text: Zhu Liping

text: Puda Coal

text: Puda Coal

text:
Puda
Coal


text:
EX-99.1
3
v092058_ex99-1.htm
Media
Contact:
Sean
Mahoney
C/Ph.
310.867.0670
smahoney@purebiofuels.com
Investor
Relations contact:
Ina
McGuinness
ICR,
Inc.
Ph:
310.954.1100
FOR
IMMEDIATE RELEASE
Pure
Biofuels Completes Acquisition of InterPacific Oil S.A.C.'s Biodiesel Operation
- Peru's Only Biodiesel Facility
Expansion
Nearing Completion and Production Targeted for February 2008
LOS
ANGELES & LIMA, Peru (December 5, 2007
)
-- Pure
Biofuels Corp. (OTC BB: PBOF), a leader in the South American biofuels industry,
today announced the completion of the company's acquisition of InterPacific Oil
S.A.C.'s biodiesel production operation, Peru's largest and longest running
biodiesel processor. Pure Biofuels is currently in the process of expanding
the
six year old biodiesel facility in order to achieve production capacity of
10
million gallons per year (MMgy). The expansion is targeted to be completed
by
the end of December 2007.
Pure
will
begin tests and preliminary production in January, and expects to be operating
the facility at full capacity by the
end
of February
2008. The combined output of Pure's new 52.5 MMgy facility in the Port of
Callao, set for completion in the first quarter of 2008, and the InterPacific
Oil biodiesel facility will exceed 60 MMgy, making Pure Biofuels one of Latin
America's largest producers of biodiesel.
About
InterPacific Oil
InterPacific
Oil was Peru's first biodiesel producer, having commenced operations in 2002.
Since then, InterPacific has produced more than 30 million gallons of biodiesel
and sold it into local distribution. Luis Goyzueta, who helped pioneer the
biofuel industry in Peru, opened the InterPacific Oil biodiesel operation and
operated the facility as its General Manager for the last six years. He is
one
of Latin America's most experienced biodiesel executives. In 2006, he left
InterPacific Oil to found Pure Biofuels and shortly thereafter proposed the
acquisition of his former operation.
About
Pure Biofuels Corporation
Pure
Biofuels is committed to becoming a leader in Latin America's rapidly emerging
biofuels industry. Pure Biofuels' flagship project, the Callao Port biodiesel
refinery near Lima, Peru, is scheduled to commence production during the first
quarter of 2008. The Callao Port refinery will process biodiesel from crude
palm
oil feedstock. Pure Biofuels has secured memorandums of understanding with
local
fuel distributors for all of Callao Port's annual biodiesel production. The
company believes Peru's economic growth and expansion, which includes a more
than doubling of foreign direct investment in the country to $3.5 billion in
2006, adds to Peru's promise as an attractive geography for alternative fuel
production and development. For more information about Pure Biofuels, please
visit: www.purebiofuels.com
About
Biodiesel
Biodiesel
is a clean and renewable energy source derived from vegetable oil that can
be
used in unmodified diesel engines. Biodiesel improves overall engine
performance, is 100% compatible with existing diesel vehicles and
infrastructure, and has proven reliable in over 50 million miles of road
testing. Biodiesel significantly reduces harmful exhaust emissions, which
contribute to global warming; is non-toxic at any level; and is the first and
only fuel to have passed the Clean Air Act. The United Nations expects biofuels
to account for a full 25% of world energy needs by 2025.
Notice
Regarding Forward-Looking Statements
This
news
release contains "forward-looking statements", as that term is defined in
Section 27A of the United States Securities Act of 1933, as amended, and Section
21E of the United States Securities Exchange Act of 1934, as amended. Statements
in this press release which are not purely historical are forward-looking
statements and include any statements regarding beliefs, plans, expectations
or
intentions regarding the future. Since the forward-looking statements relate
to
future developments, results or events, these statements are highly speculative
and involve risks, uncertainties and assumptions that are difficult to assess.
You should not construe any of these statements as a definitive or invariable
expression of what will actually occur or result. Such forward-looking
statements include, among others, the expectation and/or claim, as applicable,
regarding the construction of the Callao Port refinery. Actual
results could differ from those projected in any forward-looking statements
due
to numerous factors. Such factors include, among others, (i) Pure Biofuels'
ability to raise the necessary capital to complete construction of the biodiesel
refinery; (ii) Pure Biofuels' ability to obtain any necessary government,
regulatory or other permits or approvals; (iii) Pure Biofuels' ability to
operate effectively in a highly competitive industry with many participants;
(iv) Pure Biofuels' ability to keep pace with technological advances and
correctly identify and invest in the technologies that become commercially
accepted; (v) Pure Biofuels' ability to protect its intellectual property rights
and exposure to infringement claims by others; (vi) Pure Biofuels' ability to
operate the biodiesel refinery, if and when construction is completed,
efficiently, without work stoppages, labor disputes, equipment/mechanical
break-downs, political, economic and social unrest and in compliance with new
governmental regulations; (vii) Pure Biofuels' ability to comply with
environmental, health and safety laws; and (viii) Pure Biofuels' ability to
negotiate binding agreements for the sale of biodiesel, if and when production
commences. These forward-looking statements are made as of the date of this
news
release and the company assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
projected in the forward-looking statements. Investors should consider all
of
the information set forth herein and should also refer to the risk factors
disclosed in the company's periodic reports filed from time to time with the
SEC
and available at www.sec.gov.
#
#
#

text: Biofuels

text: InterPacific Oil S.A.C.

text: Biofuels Corp.

text:
InterPacific Oil
S.A.C.

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels

text: Biofuels


text:
EX-99
2
exhibit991.htm
EXHIBIT 99.1
exhibit991.htm - Generated by SEC Publisher for SEC Filing
Onstream Media Acquires Certain Assets and Operations of Intella2
Acquired Operations Represent $1.4 Million Trailing Twelve Month Revenue
POMPANO BEACH, FL - December 3, 2012 -
Onstream Media Corporation
(OTCQB: ONSM), a leading online service provider of live and on-demand corporate audio and web communications, virtual event technology, and social media marketing, today announced that on Friday, November 30, it acquired certain assets and operations of Intella2 Inc., a San Diego-based communications company. The acquisition brings Onstream a list of over 2,500 customers as well as software licenses, equipment, network infrastructure, and a recurring revenue stream. The services acquired from Intella2 include a host of complementary offerings, including audio conferencing, web conferencing, text messaging, and voicemail services.
The Intella2 assets and operations were purchased by Onstream Conferencing Corporation, a wholly owned subsidiary of Onstream Media and will be managed by Onstream's Infinite Conferencing division, which specializes in audio and web conferencing. Onstream will embark on a marketing campaign to cross sell its services to Intellas2's list of over 2,500 customers. Additionally, Onstream's customers will benefit from the extended list of bundled offerings from the Intella2 acquisition.
"Based on Intella2's low operating costs and high gross margins, we expect that the added revenue from the acquired operations will translate into improved operating results for Onstream in fiscal 2013 and beyond", said Randy Selman, President and CEO of Onstream Media.
Paul Cohen, President and CEO of Intella2, remarked, "Over the last decade, we have built a solid customer list, providing small and medium-sized enterprises with a range of high-quality telecom and internet-based communications. We believe that we are providing Onstream with a suite of services that can now be profitably cross-marketed with the Onstream and Infinite offerings".
The revenues of the acquired operations for the trailing twelve months as of August 31, 2012 were approximately $1.4 million, including free conferencing business revenues of approximately $300,000. The total purchase price was approximately $1.1 million of which Onstream paid 65% at closing and which was financed primarily by new debt. The 35% balance, plus an additional earn out of up to $200,000, will be paid based on the acquired assets and operations meeting or exceeding certain revenue targets over the next year.
About Onstream Media:
Onstream Media Corporation
(OTCQB: ONSM), is a leading online service provider of live and on-demand corporate audio and web communications, virtual event technology, and social media marketing. Onstream Media's innovative Digital Media Services Platform (DMSP) provides customers with cost effective tools for encoding, managing, indexing, and publishing content via the Internet. The company's MarketPlace365® solution enables publishers, associations, tradeshow promoters and entrepreneurs to rapidly and cost effectively self deploy their own online virtual marketplaces. In addition, Onstream Media provides live and on-demand webcasting, webinars, web and audio conferencing services. To date, almost half of the Fortune 1000 companies and 78% of the Fortune 100 CEOs and CFOs have used Onstream Media's services. Select Onstream Media customers include AAA, Dell, Disney, Georgetown University, National Press Club, PR Newswire, Shareholder.com (NASDAQ), Sony Pictures, and the U.S. Government. Onstream Media's strategic relationships include Akamai, BT Conferencing, and Trade Show News Network (TSNN). For more information, visit Onstream Media at http://www.onstreammedia.com or call 954-917-6655.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document and elsewhere by Onstream Media are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of the company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to fluctuations in demand; changes to economic growth in the U.S. economy; government policies and regulations, including, but not limited to those affecting the Internet. Onstream Media undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in Onstream Media Corporation's filings with the Securities and Exchange Commission.
Media Relations:
Chris Faust
Fastlane Communications
973-226-4379
cfaust@fast-lane.net
Investor Relations:
Donald C. Weinberger
Wolfe Axelrod Weinberger Associates, LLC
(212) 370-4500
don@wolfeaxelrod.com
Adam Lowensteiner
Wolfe Axelrod Weinberger Associates, LLC
(212) 370-4505
adam@wolfeaxelrod.com

text: Onstream Media

text: Onstream Media Corporation

text: Intella2 Inc.

text: Onstream Conferencing Corporation

text: Onstream Media

text: Randy Selman

text: Onstream Media

text: Paul Cohen

text: Onstream Media

text: Onstream Media Corporation

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media

text: Onstream Media Corporation


text:
EX-99.1
4
v170572_ex99-1.htm
Exhibit
99.1
Cornerstone
Growth & Income REIT
Acquires
$5.2 Million Assisted Living Facility in Columbus, IN
(Irvine,
CA)
December 30,
2009
- Cornerstone Real Estate Funds, and its strategic alliance
partner and sub-advisor Servant Healthcare Investments, announced a
healthcare real estate acquisition today. The Cornerstone
Growth & Income REIT has acquired Greentree at Westwood, a $5.2
million assisted living facility in Columbus, IN. Based on
annualized 11/30/09 net operating income (and assuming a 5% annual
property management fee) Cornerstone Growth & Income REIT was able to
acquire the property at nearly a 9.0% cap rate.
Greentree
at Westwood is a 58-unit assisted living facility in Columbus,
IN. The property, constructed in 1998, is a three-story, 49,241
square foot facility situated on 4.5 acres. The management team at
Servant Healthcare believes the property is competitively positioned as it
intends to be licensed as a residential care facility which will enable it to
offer medication assistance and limited nursing services. This will
make it possible for the property to provide care for residents with higher
acuity needs at attractive rates compared to its two primary competitors in the
market. The property also has the potential to expand by adding a
memory care building which could potentially provide additional value creation
in the future.
The
property has been managed by Provision Living since 2005 and they will
continue operating the property. Provision Living specializes
in assisted living services and assisted living based dementia
care. Provision Living currently operates 10 assisted living
properties and 3 memory care centers in Missouri, Mississippi, Illinois,
Indiana and Ohio. These properties represent nearly 900 units
and 425 employees.
This
transaction provides Provision Living with an ability to increase its
management fee if certain performance thresholds are
met. According to Servant Healthcare CEO, John Mark Ramsey,
"this type of structure ensures that the operator not only focuses on top
line revenue growth, but on expense control and bottom line growth (NOI)
as well."
This
release contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such statements involve risk and uncertainties which could cause actual
results to vary materially form those expressed in or indicated by the
forward-looking statements. Factors that may cause actual results to differ
materially include changes general economic conditions, changes in real estate
conditions, changes in interest rates, lease-up risks, lack of financing
availability and lack of capital proceeds.
Securities offered through Pacific
Cornerstone Capital, Inc. Member FINRA and SIPC
. Investments are not FDIC
insured, not bank guaranteed and may lose value.

text:
Cornerstone
Growth & Income REIT

text:
Cornerstone
Growth & Income REIT

text: Cornerstone Growth & Income REIT


text:
EX-99.1
2
kl04018_ex99-1.htm
PRESS RELEASE
kl04018_ex99-1.htm
Exhibit 99.1
CONTACT:
John C. Wobensmith
President and Chief Financial Officer
Baltic Trading Limited
(646) 443-8555
Baltic Trading Limited Takes Delivery of Supramax Vessel
Baltic Panther to Commence Spot Market-Related Time Charter;
Company Announces Plan to Sign Spot Market-Related Time Charter for Additional Supramax Vessel
NEW YORK, April 29, 2010 - Baltic Trading Limited (NYSE: BALT), a drybulk company focused on the spot market, announced today that it has taken delivery of the Baltic Panther, a 2009-built Supramax vessel. The Baltic Panther is the second vessel to be delivered to the Company under agreements signed in February 2010 to acquire four 2009-built Supramax drybulk vessels from an unaffiliated third party as well as two Capesize newbuildings from another unaffiliated third party.
The Baltic Panther is expected to be delivered to its charterer, Oldendorff GMBH and Co. KG., on or about May 1, 2010 to commence a spot market-related time charter for 11 to 13.5 months. The rate for the spot market-related time charter will be based on 95% of the average of the daily rates of the Baltic Supramax Index (BSI), an index published by The Baltic Exchange reflecting the average freight rate for six major Supramax time charter routes, as reflected in daily published reports. Hire will be paid every 15 days in arrears net of a 5% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. Baltic Trading will not be responsible for voyage expenses, including fuel.
The Company also announced it has reached an agreement to enter into a spot market-related time charter for the Baltic Jaguar, a 2009-built Supramax vessel, with Clipper Bulk Shipping N.V., Curacao, for 11 to 13.5 months. The rate for the spot market-related time charter will be based on 95% of the average of the daily rates of the BSI. Hire will be paid every 15 days in arrears net of a 5% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. Baltic Trading will not be responsible for voyage expenses, including fuel.
The spot market-related time charter for the Baltic Jaguar will commence upon delivery of the vessel, which is expected during the first half of May 2010, and is subject to the completion of definitive documentation.
The following table reflects the current employment of Baltic Trading's current fleet as well as the employment or other status of vessels expected to join Baltic Trading's fleet:
Vessel
Year
Built
Charterer
Charter
Expiration(1)
Employment
Structure
Expected
Delivery (2)
Capesize Vessels
Baltic Bear
2010(3)
Cargill International S.A.
11 to 13.5 months from delivery
BCI linked (4)
1H May 2010
Baltic Wolf
2010(3)
Cargill International S.A.
11 to 13.5 months from delivery
BCI linked (4)
2H October 2010
Supramax Vessels
Baltic Leopard
2009
Oldendorff GMBH and Co. KG. Lubeck
March 2011
BSI linked (5)
Delivered
Baltic Panther
2009
Oldendorff GMBH and Co. KG. Lubeck
March 2011
BSI linked (5)
Delivered
Baltic Jaguar
2009
Clipper Bulk Shipping N.V., Curacao
11 to 13.5 months from delivery
BSI linked (5)
1H May 2010
Baltic Cougar
2009
AMN Bulkcarriers Ltd.
May 2010
19,750 (6)
1H May 2010
(1)
The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course. Under the terms of each contract, the charterer is entitled to extend the time charters from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire.
(2)
Dates for vessels being delivered in the future are estimates based on guidance received from the sellers and/or the respective shipyards.
(3)
Year built for vessels being delivered in the future is an estimate based on guidance received from the sellers and the relevant shipyard.
(4)
Under the terms of the agreements, the rate for the spot market-related time charter will be based on the average of the daily rates of the Baltic Capesize Index (BCI), as reflected in daily reports. Hire will be paid every 15 days in arrears net of a 5% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. Baltic Trading will not be responsible for voyage expenses, including fuel.
(5)
The rate for the spot market-related time charter will be based on 95% of the average of the daily rates of the Baltic Supramax Index (BSI), as reflected in daily reports. Hire will be paid every 15 days in arrears net of a 5% brokerage commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. Baltic Trading will not be responsible for voyage expenses, including fuel. Specifically for the Baltic Jaguar, the charterer will be able to deduct $5,000 from the average daily rates of the BSI for the first 50 days of charter if the vessel is delivered to the charterer in Singapore-Japan range. This deduction, if any, will be recognized in revenue on a straight-line basis over the minimum duration of the contract.
(6)
The Baltic Cougar is currently employed under a short term time charter for approximately 2.5 to 5.5 months at $19,750 per day less a 5% commission, which includes the 1.25% commission payable to Genco Shipping & Trading Limited. We will be taking delivery of the vessel with the charter attached and expect the earliest expiration of the charter to be during May 2010 and the latest to be during August 2010.
About Baltic Trading Limited
Baltic Trading, a Marshall Islands company recently formed by Genco Shipping & Trading Limited, is a shipping company focused on the drybulk industry spot market. Baltic Trading plans to use the proceeds of its initial public offering, together with a $75 million capital contribution received from Genco, to acquire its initial fleet of two Capesize newbuildings and four 2009-built Supramaxes as well as for working capital and general corporate purposes, which may include future vessel purchases. Baltic Trading currently owns two Supramax vessels and expects to take delivery of the remaining four vessels in its initial fleet between May 2010 and October 2010.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and observations. Included among the important factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this press release are the following: (i) the ability of Baltic Trading to complete its acquisition of its initial fleet of vessels; (ii) the completion of definitive documentation with respect to charters; and other factors listed from time to time under "Risk Factors" and other sections of our public filings with the SEC including, without limitation, Baltic Trading's registration statement on Form S-1.
###

text: John C. Wobensmith

text: Baltic Trading Limited

text: Baltic Trading Limited

text: Baltic Trading Limited

text: Baltic Trading Limited


text:
EX-99.1
3
dp89585_ex9901.htm
EXHIBIT 99.1
Exhibit 99.1
SS&C Completes Acquisition of DST
WINDSOR, CT, April 16, 2018 (PR
NEWSWIRE)
- SS&C Technologies Holdings, Inc. ("SS&C") (Nasdaq:
SSNC), a leading global provider of financial services software and software-enabled services, today announced the completion of
the acquisition of DST Systems, Inc. ("DST") (NYSE: DST), a leading global strategic advisory, technology, and operations
outsourcing company.
The addition of DST's financial services
and healthcare businesses provides SS&C with additional scale and breadth across institutional, alternative, wealth management
and healthcare segments. SS&C will manage approximately 13,000 global clients and delivered pro forma 2017 revenue of approximately
$3.9 billion.
"We are pleased to move forward as one
company following the combination of two highly complementary market leaders", said Bill Stone, Chairman and Chief Executive
Officer of SS&C. "Our clients in both the financial services and healthcare sectors are facing increasing competitive
and regulatory pressures, and SS&C is now even better positioned to deliver innovative services and solutions. We are pleased
to welcome DST's clients and talented employees around the world".
Under the terms of the agreement, as announced
on January 11, 2018, an enterprise value of DST is approximately $5.4 billion, including assumption of debt. As previously announced,
SS&C expects the transaction to be immediately accretive to earnings per share before synergies and expects to achieve $175
million in cost savings by 2021.
As a result of the completion of the acquisition,
DST is ceasing trading on the New York Stock Exchange as of April 16, 2018.
Credit Suisse and Morgan Stanley acted as financial
advisors and Davis Polk & Wardwell acted as legal advisor to SS&C. BofA Merrill Lynch acted as financial advisor and Skadden,
Arps, Slate, Meagher & Flom acted as legal advisor to DST.
Forward Looking Statements
Certain information contained in this press release
constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions,
projections, developments, future events, performance, underlying assumptions, and other statements that are other than statements
of historical facts. The forward-looking statements contained herein include, but are not limited to, statements about the expected
effects on SS&C of the proposed acquisition of DST, the expected timing and conditions precedent relating to the proposed acquisition
of DST, anticipated earnings enhancements, synergies, and other strategic options. Without limiting the foregoing, the words "believes",
"anticipates", "plans", "expects", "estimates", "projects", "forecasts",
"may", "assume", "anticipates", "intend", "will", "continue", "opportunity",
"predict", "potential", "future", "guarantee", "likely", "target",
"indicate", "would", "could" and "should" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect
the best judgment of SS&C and DST management based on factors currently known but are subject to risks and uncertainties, which
could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited
to, unanticipated issues associated with the satisfaction of the conditions precedent to the proposed acquisition; issues associated
with obtaining necessary regulatory approvals and the terms and conditions of such approvals; the inability to obtain financing
and the terms of any financing; the inability to integrate successfully DST within SS&C and to obtain anticipated synergies;
exposure to potential litigation; and changes in anticipated costs related to the acquisition of DST. Additional factors that could
cause actual results and developments to differ materially include, among others, the state of the economy and the financial services
industry, SS&C's and DST's ability to finalize large client contracts,
fluctuations in customer demand for SS&C's and DST's
products and services, intensity of competition from application vendors, delays in product development, SS&C's and DST's ability
to control expenses, terrorist activities, cyber attacks, exposure to litigation, SS&C's ability to integrate acquired businesses,
the effect of the acquisitions on customer demand for SS&C's products and services, the market price of SS&C's stock prevailing
from time to time, SS&C's and DST's cash flow from operations, general economic conditions, and those risks discussed in the
"Risk Factors" sections of SS&C's and DST's 2016 Annual Report on Form 10-K and 2017 Quarterly Reports on Form 10-Q,
which are on file with the Securities and Exchange Commission (the "SEC").Forward-looking statements speak only as of
the date on which they are made and, except to the extent required by applicable securities laws, we undertake no obligation to
update or revise any forward-looking statements.
About SS&C Technologies
SS&C is a global provider of investment and
financial software-enabled services and software for the global financial services and healthcare industries. Founded in 1986,
SS&C is headquartered in Windsor, Connecticut and has offices around the world. Some 13,000 financial services and
healthcare organizations, from the world's largest institutions to local firms, manage and account for their investments using
SS&C's products and services.
SOURCE: SS&C
Additional information about
SS&C (Nasdaq:SSNC) is available at www.ssctech.com.
Follow SS&C on Twitter, LinkedIn and Facebook.
SS&C Contacts
Patrick Pedonti
Chief Financial Officer
SS&C Technologies
Tel: +1-860-298-4738 | E-mail:
InvestorRelations@sscinc.com
Justine Stone
Investor Relations
SS&C Technologies
Tel: +1- 212-367-4705 | E-mail:
InvestorRelations@sscinc.com
DST Contact
Laura M. Parsons
Head of Global Public Relations
DST Systems, Inc.
1.816.843.9087
mediarelations@dstsystems.com

text: SS&C

text: DST

text: SS&C Technologies Holdings, Inc.

text: SS&C

text: DST Systems, Inc.

text: DST

text: DST

text: DST

text: SS&C

text: SS&C

text: Bill Stone

text: SS&C

text: SS&C

text: DST

text: DST

text: SS&C

text: DST

text: Credit Suisse

text: Morgan Stanley

text: Davis Polk & Wardwell

text: SS&C

text: BofA Merrill Lynch

text:
Skadden,
Arps, Slate, Meagher & Flom

text: DST

text: SS&C

text: DST

text: DST

text: SS&C

text: DST

text: DST

text: SS&C

text: DST

text: SS&C

text: DST

text: SS&C

text: DST

text: SS&C

text: DST

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: DST

text: SS&C

text: DST

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: SS&C

text: Patrick Pedonti

text: DST

text: DST Systems, Inc.


text:
EX-99.02
10
a9902proformafinancialstat.htm
EXHIBIT 99.02
Exhibit
Exhibit 99.02 - Pro Forma Financials
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 14, 2018 and March 5, 2019, Tecogen Inc. ("the Company") completed the sales of its interests in two and six agreements, respectively, and associated assets (collectively "the assets") relating to the generation and sale of energy to an unrelated third party in exchange for $2.0 million and $5.0 million, cash, respectively. The following unaudited pro forma condensed consolidated financial statements have been derived by the application of pro forma adjustments to the Company's historical consolidated financial statements, which have been presented to give effect to the dispositions of the assets. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 is presented as if the dispositions had occurred as of September 30, 2018. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2018 is presented as if the dispositions had occurred on January 1, 2018. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 is presented as if the dispositions had occurred on May 18, 2017, the date the assets were acquired as part of a larger acquisition. The unaudited pro forma condensed consolidated balance sheet and statements of operations for these respective periods are being provided for illustrative purposes only and do not purport to represent what our results of operations or financial position would have been if the transactions had occurred on the dates indicated and are not intended to project our results of operations or financial position for any future period. Any of the factors underlying these estimates and assumptions may change or prove to be materially different and the estimates and assumptions may not be representative of facts that existed upon completion of the dispositions.
The unaudited pro forma adjustments are based on estimates, available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma adjustments and primary assumptions are described in the accompanying notes. The unaudited pro forma condensed consolidated financial statements and the related notes should be read in conjunction with the historical consolidated financial statements and accompanying notes of Tecogen Inc. included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2018.
Exhibit 99.02 - Pro Forma Financials
TECOGEN INC.
Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2018
(Unaudited)
Tecogen Inc.
Dispositions of
Pro Forma
Historical
Assets
Adjustments
Notes
Pro Forma
Cash and cash equivalents
$
136,717
$
-
$
7,000,000
(a)
$
7,136,717
Accounts receivable, net
11,548,663
-
-
11,548,663
Unbilled revenue
4,441,565
-
-
4,441,565
Inventory, net
5,983,067
-
-
5,983,067
Prepaid and other currents assets
815,269
-
-
815,269
Total current assets
22,925,281
-
7,000,000
29,925,281
Property, plant and equipment, net
11,107,509
(6,825,539
)
-
(b)
4,281,970
Intangible assets, net
2,935,279
(1,341,584
)
-
(b)
1,593,695
Goodwill
13,365,655
-
-
13,365,655
Other assets
427,810
-
-
427,810
Total assets
$
50,761,534
$
(8,167,123
)
$
7,000,000
$
49,594,411
Revolving line of credit, bank
$
1,708,888
$
-
$
-
$
1,708,888
Accounts payable
5,716,426
-
-
5,716,426
Accrued expenses
2,196,921
-
591,000
(c)
2,787,921
Deferred revenue
1,718,376
-
-
1,718,376
Total current liabilities
11,340,611
-
-
11,931,611
Deferred revenue, net of current portion
343,031
-
-
343,031
Unfavorable contract liability, net
6,534,074
(3,372,337
)
-
(b)
3,161,737
Total liabilities
18,217,716
(3,372,337
)
-
15,436,379
Common stock
24,819
-
-
24,819
Additional paid-in capital
56,371,583
-
-
56,371,583
Accumulated deficit
(24,298,191
)
-
1,614,214
(d)
(22,683,977
)
Total Tecogen Inc. stockholders' equity
32,098,211
-
1,614,214
33,712,425
Noncontrolling interest
445,607
-
-
445,607
Total stockholders' equity
32,543,818
-
1,614,214
34,158,032
Total liabilities and stockholders' equity
$
50,761,534
$
(3,372,337
)
$
1,614,214
$
49,594,411
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Exhibit 99.02 - Pro Forma Financials
TECOGEN INC.
Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2018
(Unaudited)
Tecogen Inc.
Dispositions of
Historical
Assets
Pro Forma
Net sales and gross revenues
$
26,567,276
$
(2,037,868
)
$
24,529,408
Cost and expenses applicable to sales and revenues
16,686,781
(1,387,453
)
15,299,328
Gross profit
9,880,495
(650,415
)
9,230,080
Selling, general and administrative expenses
10,015,085
-
10,015,085
Research and development
993,102
-
993,102
Loss from operations
(1,127,692
)
(650,415
)
(1,778,107
)
Interest and other income
7,926
-
7,926
Interest expense
(56,195
)
-
(56,195
)
Unrealized loss on investment securities
(59,042
)
-
(59,042
)
Loss from continuing operations before income taxes
(1,235,003
)
(650,415
)
(1,885,418
)
Provision for income taxes on continuing operations
42,679
-
42,679
Net loss from continuing operations
(1,277,682
)
(650,415
)
(1,928,097
)
Income attributable to the noncontrolling interest
(58,946
)
-
(58,946
)
Net loss attributable Tecogen Inc. shareholders
$
(1,336,628
)
$
(650,415
)
$
(1,987,043
)
Per common share data:
Net loss per share - basic and diluted
$
(0.05
)
$
(0.08
)
Weighted average shares outstanding - basic and diluted
24,813,936
24,813,936
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Exhibit 99.02 - Pro Forma Financials
TECOGEN INC.
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2017
(Unaudited)
Tecogen Inc.
Dispositions of
Historical
Assets
Pro Forma
Net sales and gross revenues
$
33,202,666
$
(1,707,016
)
$
31,495,650
Cost and expenses applicable to sales and revenues
20,248,262
(1,094,566
)
19,153,696
Gross profit
12,954,404
(612,450
)
12,341,954
Selling, general and administrative expenses
11,792,323
-
11,792,323
Research and development
936,929
-
936,929
Income (loss) from operations
225,152
(612,450
)
(387,298
)
Interest and other income
27,626
-
27,626
Interest expense
(155,082
)
-
(155,082
)
Income (loss) from continuing operations before income taxes
97,696
(612,450
)
(514,754
)
Provision for income taxes on continuing operations
-
-
-
Net income (loss) from continuing operations
97,696
(612,450
)
(514,754
)
Income attributable to the noncontrolling interest
(50,260
)
-
(50,260
)
Net income (loss) attributable Tecogen Inc. shareholders
$
47,436
$
(612,450
)
$
(565,014
)
Per common share data:
Net income (loss) per share - basic
$
-
$
(0.02
)
Net income (loss) per share - diluted
$
-
$
(0.02
)
Weighted average shares outstanding - basic
23,171,033
23,171,033
Weighted average shares outstanding - diluted
23,342,627
23,171,033
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
Exhibit 99.02 - Pro Forma Financials
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. PRO FORMA ADJUSTMENTS TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a)
Adjustment to reflect the receipt of cash consideration of $2.0 and $5.0 million, respectively, from the sales of the Company's interests in two and six agreements, respectively, and associated assets (collectively "the assets") relating to the generation and sale of energy to an unrelated third party.
(b)
Adjustment to derecognize the carrying value of the assets sold.
(c)
Adjustment to recognize liability for costs related to assets sold which were incurred subsequent to September 30, 2018.
(d)
Adjustment for estimated gain on the sales. The amount of the actual gain will be calculated based on the carrying value of the assets as of the closing of the transactions and therefore differ from the estimate which employs the carrying values as of September 30, 2018.

text: Tecogen Inc.

text: unrelated third party

text: Tecogen Inc.

text: TECOGEN INC.

text: Tecogen Inc.

text: Tecogen Inc.

text: TECOGEN INC.

text: Tecogen Inc.

text: Tecogen Inc.

text: TECOGEN INC.

text: Tecogen Inc.

text: Tecogen Inc.

text: unrelated third party


text:
EX-99.1
14
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Scientific Games Corporation Announces Reincorporation in Nevada
LAS VEGAS, January 10, 2018 /PRNewswire/ -- Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games" or the "Company") today announced that effective 12:00 p.m., Eastern Time, it has completed its reincorporation in the State of Nevada by merging into a wholly-owned Nevada subsidiary. The reincorporation was approved by stockholders of Scientific Games at a special meeting of stockholders held on November 27, 2017.
As of the Effective Time (as defined in the reincorporation merger agreement), each share of Scientific Games Class A common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time has been converted into one fully paid and non-assessable share of common stock, par value $0.001, of the surviving Nevada corporation. Following the reincorporation, holders of Class A Common Stock of Scientific Games own the same number of shares of common stock in the surviving Nevada corporation as they owned in the Delaware corporation prior to completion of the reincorporation. Stockholders of Scientific Games do not need to exchange their stock certificates. The reincorporation did not result in any change in Scientific Games' name, ticker symbol, CUSIP number, headquarters, business, management, location of offices, assets, liabilities or net worth, other than as a result of the costs incident to the reincorporation merger.
Our management, including all directors and officers, have assumed identical positions with the surviving Nevada corporation.

text: Scientific Games Corporation

text: Scientific Games Corporation


text:
EX-99.1
2
pressrelease991.htm
PRESS RELEASE
bp53961 -- HSN -- Ehxibit 99.1
Exhibit 99.1
Ashlin Development Corporation (f/k/a Health & Nutrition Systems International, Inc.) Completes the Sale of Substantially All of Its Assets
West Palm Beach, Fla, January 27, 2005 -
Ashlin Development Corporation, a Florida corporation (f/k/a Health & Nutrition Systems International, Inc. (OTC Bulletin Board:
HNNSQ - News;
the "Company"), announced that on January 25, 2005, the sale of substantially all of its assets (the "Assets") to TeeZee, Inc., a Florida corporation (the "Purchaser"), was completed pursuant to the Asset Purchase Agreement dated October 15, 2004, between the Company and Purchaser (the "Asset Purchase Agreement"). The Asset Purchase Agreement was entered into as part of the Company's Amended Plan of Reorganization, which was approved on January 10, 2005 by the U.S. Bankruptcy Court, Southern District of Florida, in Fort Lauderdale, Florida (the "Plan"). The closing of the sale is a condition precedent to the effectiveness of the Plan.
The purchase price for the Assets was $2,191,160.23, which consisted of the assumption by the Purchaser of $1,841,160.23 of liabilities of the Company, a cash payment from the Purchaser to the Company of $250,000, and the release to the Company of $100,000 in cash that had been funded by the Purchaser into escrow in accordance with the terms of the Asset Purchase Agreement.
The Company intends to use approximately $25,000 of the cash proceeds received in the transaction to repay amounts owed to Garden State Nutritionals, a division of Vitaquest International, Inc., and to utilize the remaining cash proceeds to fund future operating expenses of the Company as well as the costs, fees, and expenses of the Company that were incurred in connection with the Plan.
In connection with the sale, the Company changed its name to "Ashlin Development Corporation" and assigned its rights to the name "Health & Nutrition Systems International, Inc." to the Purchaser.
From and after the effective date of the Plan, the Company intends to engage in the business of seeking suitable commercial activities or a strategic alliance with an operating entity.
This press release contains "forward-looking" statements. Any statements that are not statements of historical fact should be regarded as forward-looking statements. For example, the words "intends", "believes", "anticipates", "plans", and "expects" are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, those factors described in the Company's SEC reports, including its Annual Report on Form 10-KSB for the year ended December 31, 2003, as amended, and its Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004. The Company does not undertake any obligation to update any such factors or to publicly announce the result of any revision to any of the forward-looking statements contained herein to reflect future events or developments.
For more information, contact:
At the Company:
James A. Brown, Chief Executive Officer
(561) 863-8446
Email:
jabrown@gate.net
Source: Ashlin Development Corporation

text: Ashlin Development Corporation

text: Ashlin Development Corporation

text: TeeZee, Inc.

text: Ashlin Development Corporation

text: James A. Brown

text: Ashlin Development Corporation


text:
EX-99.1
2
d803104dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
September 18, 2019
FOR IMMEDIATE RELEASE
Investor Contact:
Media Contact:
Winnie Smith 770.829.8478
Rob Ward 706.641.6739
investor.relations@globalpay.com
media.relations@globalpay.com
Global Payments Completes Merger with TSYS,
Creating Preeminent Technology-Enabled Payments Company
ATLANTA-(BUSINESS WIRE)-Global Payments Inc. (NYSE: GPN), a leading worldwide provider of payments technology and software
solutions, announced today that it has completed its merger with TSYS, forming the premier pure play payments technology company with extensive scale and unmatched global reach. The combined company, Global Payments Inc., provides innovative
payments and software solutions to approximately 3.5 million predominantly small to
mid-sized
merchant locations, services over 1,300 financial institutions across more than 100 countries and enables
digital interactions with over 600 million cardholders globally.
"We are delighted to announce the completion of this landmark
transaction, creating significant opportunities for our customers, partners, employees and shareholders worldwide", said Jeff Sloan, Chief Executive Officer of Global Payments. "This industry defining partnership dovetails with our
technology-enabled strategy and fortifies Global Payments' leadership position in integrated payments, owned software, and omnichannel solutions across the most attractive markets globally. We share a common value of putting people first and
will leverage the best of our cultures to preserve and enhance our commitment to all of our stakeholders".
Executive Leadership
In addition to Jeff Sloan, Chief Executive Officer, the Global Payments executive leadership team will be comprised of the following
individuals who will further strengthen our worldwide businesses as we capitalize on our strategy:
.
Cameron Bready will serve as President and Chief Operating Officer and will oversee the company's worldwide
merchant solutions businesses across North America, Europe, Asia Pacific and Latin America along with worldwide operations, risk management, product and real estate;
1
.
Paul Todd will become Senior Executive Vice President and Chief Financial Officer and be responsible for all
global financial operations including finance, treasury, accounting and tax, as well as investor relations and internal audit;
.
Guido Sacchi will continue as Senior Executive Vice President and Chief Information Officer with responsibility
for IT and digital business strategies, worldwide technology infrastructure management, application development and support, information security, project portfolio management, platform integration and artificial intelligence;
.
David Green will serve as Senior Executive Vice President and General Counsel and Corporate Secretary, with
responsibility for all of the company's legal matters worldwide, as well as regulatory and data privacy compliance;
.
Gaylon Jowers will continue as Senior Executive Vice President and President of Issuer Solutions and is
responsible for the strategic direction, growth and performance of the Issuer Solutions business segment;
.
Kelley Knutson will remain Senior Executive Vice President and President of NetSpend and is responsible for the
strategic direction, growth and performance of the Consumer Solutions business segment; and
.
Josh Whipple will serve as Senior Executive Vice President and Chief Strategy and Risk Officer and be responsible
for worldwide mergers & acquisitions, strategic planning and enterprise risk.
Board of Directors
Global Payments also announced today the members of its new Board of Directors, effective immediately. Troy Woods is Chairman of the Board and
Jeff Sloan is also a Board member. Other directors include five from Global Payments' Board - William Jacobs, Robert Baldwin, Jr., John Bruno, Ruth Ann Marshall and William Plummer; and five from TSYS' Board - Kriss Cloninger III
(lead independent director), Thaddeus Arroyo, Joia Johnson, Connie McDaniel and John Turner.
About Global Payments
Global Payments Inc. (NYSE: GPN) is a leading pure play payments technology company delivering innovative software and services to our
customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to operate their businesses more efficiently across a variety of channels in many markets around the
world.
2
Headquartered in Georgia with over 24,000 employees worldwide, Global Payments is a member of
the S&P 500 with worldwide reach spanning over 100 countries throughout North America, Europe, Asia Pacific and Latin America. For more information, visit www.globalpaymentsinc.com and follow Global Payments on Twitter (@globalpayments),
LinkedIn and Facebook.
Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Global Payments operates, and
assumptions made by and beliefs of Global Payments management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of Global Payments. Words such as
"believes", "anticipates", "expects", "intends", "targeted", "estimates", "forecasts", "projects", "plans", "may", "could,"
"should", "would", and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. All statements that address operating performance, events or
developments that we expect or anticipate will occur in the future - including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other
financial items; statements of plans and objectives of Global Payments or its management or Board of Directors, including those relating to products or services; and statements of future economic performance - are forward-looking statements.
These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on
reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. In addition to factors
previously disclosed in Global Payments' reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or
historical performance: difficulties and delays in
3
integrating the TSYS and Global Payments businesses, including with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit
and fraud risks in business units; failing to fully realize anticipated cost savings and other anticipated benefits of the merger with TSYS when expected or at all; failing to comply with the applicable requirements of Visa, Mastercard or other
payment networks or card schemes or changes in those requirements; the ability of Global Payments to retain and hire key personnel; the business, economic and political conditions in the markets in which Global Payments operate; the impact of new or
changes in current laws, regulations, credit card association rules or other industry standards, including privacy and cybersecurity laws and regulations; and events beyond Global Payments' control, such as acts of terrorism.
Any forward-looking statements speak only as of the date of this communication or as of the date they were made, and Global Payments does not
undertake any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Global Payments' most recent annual reports on Form
10-K
for the year ended December 31, 2018, quarterly reports on Form
10-Q
for the periods ended March 31, 2019 and June 30, 2019, and any material updates to these factors contained in any of Global Payments' other filings.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to
the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements.
Annualized, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
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text: TSYS

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text: Jeff Sloan

text: Global Payments

text: Global Payments

text: Jeff Sloan

text: Global Payments

text: Global Payments

text: Jeff Sloan

text: Global Payments

text: TSYS

text: Global Payments

text: Global Payments Inc.

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: TSYS

text: Global Payments

text: TSYS

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments

text: Global Payments