text:
EX-99.3
3
genius_8kaex99-3.txt
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
EXHIBIT 99.3
GENIUS PRODUCTS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined statements of
Operations have been prepared to give effect to the Genius acquisition of
American Vantage Media Corporation ("AVMC"), a wholly owned subsidiary of
American Vantage Corporation ("AVC") on March 21, 2005, as if this acquisition
had occurred on January 1, 2004. AVC purchased Wellspring Media, Inc. in
February, 2004, which became AVMC.
The total purchase price is calculated to be $19.0 million. The
calculation includes the value of the shares issued to AVC using a four day
volume weighted share price of $2.27 (VWAP two days prior to the acquisition and
two after the acquisition) plus the value of the warrants disclosed above plus
and additional $1,559,911 for shares and warrants issued to bankers for fees.
The unaudited pro forma condensed combined financial statements should
be read in conjunction with the Company's historical consolidated financial
statements and related notes thereto, "Management's Discussion and Analysis or
Plan of Operation" included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2004, the Quarterly Report on Form 10-Q as of March
31, 2005, the Report on Form 8-K for March 21, 2005 and the financial statements
and related notes thereto of American Vantage Companies and Wellspring, Inc.,
for the calendar years ended December 31, 2004 and 2003, respectively, contained
herein.
This pro forma financial information reflects certain assumptions and
estimates deemed probable by management regarding the acquisition based upon the
assets and liabilities acquired. These estimates and assumptions have been made
solely for purposes of developing this pro forma information. The purchase price
allocation of this acquisition is not finalized at this time. A final
determination of the allocation of purchase price to assets acquired and
liabilities assumed has not been made, and the purchase price allocation used in
connection with preparation of these pro-forma financial statements should be
considered preliminary and is subject to the completion of a more comprehensive
evaluation. Amounts preliminarily allocated to fixed assets, intangible assets,
film library or accounts receivable and accounts payable may change
significantly, and amortization methods and useful lives may differ from the
assumptions that we used in this unaudited pro-forma condensed combined
financial information, any of which could result in a material change in
depreciation and amortization expense.
The pro forma adjustments do not reflect any future operating
efficiencies and cost savings that may be achieved with respect to the combined
entity. Unaudited pro forma condensed combined financial information is
presented for information purposes only and is not necessarily indicative of the
results that actually would have been realized had the acquisition been
completed on the date indicated or which may be expected to occur in the future.
Genius Products, Inc.
Pro Forma Condensed Combined Statement of Operations
For the fiscal year ended December 31, 2004
Unaudited
AVC
Consolidated
as reported on Ref (1) Pro-forma
Form 10-KSB Wellspring, Inc. Ref (2) AVMC
Year ended 12/31/04 January 2004 Adjustments Year ended 12/31/04
Sales $ 17,766,000 $ 1,592,000 ($ 638,000) $ 18,720,000
Cost of sales 11,143,000 898,000 (248,000) 11,793,000
------------ ------------ ------------ ------------
Gross profit 6,623,000 694,000 (390,000) 6,927,000
Selling, general and administrative expenses 14,608,000 1,356,000 (3,773,000) 12,191,000
------------ ------------ ------------ ------------
Income (loss) from operations (7,985,000) (662,000) 3,383,000 (5,264,000)
Non-operating income (expense), net 3,316,000 0 (3,573,000) (257,000)
------------ ------------ ------------ ------------
Net income (loss) before provision for taxes (4,669,000) (662,000) (190,000) (5,521,000)
Provision for income taxes 2,006,000 0 (2,826,000) (820,000)
Equity in income of unconsolidated investees, net 624,000 0 (624,000) 0
------------ ------------ ------------ ------------
Net loss from continuing operations ($ 2,039,000) ($ 662,000) ($ 3,640,000) ($ 6,341,000)
============ ============ ============ ============
Historical
----------------------------------- Combined
Genius Products Pro-forma AVMC Company
Year ended Year ended Year ended
12/31/2004 12/31/2004 12/31/2004
Sales $ 16,630,000 $ 18,720,000 $ 35,350,000
Cost of sales 13,893,000 11,793,000 25,686,000
------------ ------------ ------------
Gross profit 2,737,000 6,927,000 9,664,000
Selling, general and administrative expenses 8,231,000 12,191,000 20,422,000
------------ ------------ ------------
Income (loss) from operations (5,494,000) (5,264,000) (10,758,000)
Non-operating income (expense), net (551,000) (257,000) (808,000)
------------ ------------ ------------
Net income (loss) before provision for taxes (6,045,000) (5,521,000) (11,566,000)
Provision for income taxes 1,000 (820,000) (819,000)
------------ ------------ ------------
Net loss from continuing operations ($ 6,046,000) ($ 6,341,000) ($12,387,000)
============ ============ ============
Net loss per common share - basic and diluted ($ 0.25) ($ 0.40)
Weighted average number of common shares
outstanding. Ref. (3) 23,826,584 30,826,584
============ ============
REFERENCE NOTES TO THE PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Reference (1): AVC purchased Wellspring in February of 2004. The audited
Statement of Operations contained in the AVC 10-KSB include eleven months of
AVMC activity. In order to create a total year 2004 pro-forma for AVMC, the
January Wellspring, Inc. activity is added.
Reference (2): Adjustments necessary to back out non-AVMC related activity
included in AVC, which was not part of the acquisition, which includes American
Vantage Companies, Hypnotic (with the exception of Hypnotic Shorts) and YaYa
Media, Vantage Bay and Border Grill.
Reference (3): The weighted average number of common shares outstanding are
modified for the combined company pro-forma to assume that the 7,000,000 shares
issued to AVC occurred on the first day of the period presented.

text: GENIUS PRODUCTS, INC.

text: Genius

text: American Vantage Media Corporation

text: AVC

text: AVC

text: Wellspring Media, Inc.

text: AVC

text: Wellspring

text: Genius Products, Inc.

text: AVC

text: Wellspring

text: AVC

text: Wellspring

text: AVC

text: Wellspring

text: AVC

text: AVC


dataset: buster

text:
EX-99.02
13
v229973_ex99-02.htm
Exhibit 99.02
Mesa Energy Holdings, Inc. Completes Acquisition of Tchefuncte Natural Resources
Dallas, TX, July 27, 2011: Mesa Energy Holdings, Inc.
(the "Company")
(OTCPK:
MSEH
), an oil and gas exploration and production company, today announced that it has completed the acquisition of Tchefuncte Natural Resources, LLC ("TNR"), a Louisiana operator that owns and operates producing properties in five fields in Plaquemines and Lafourche Parishes, Louisiana. TNR is now a wholly-owned subsidiary of Mesa Energy, Inc. which is a wholly-owned subsidiary of the Company.
TNR owns the Lake Hermitage Field in Plaquemines Parish, Louisiana. Current production at Lake Hermitage averages approximately 160 barrels of oil and 240 mcf of gas per day. Total mineral acreage held by production is approximately 3,578 acres. A third party engineering report prepared by Collarini Associates places the value of total Proved reserves using a discount rate of 10% (PV-10) at approximately $15.25 million with Proved Developed Producing reserves of $5.24 million. Probable reserves are estimated at $10.65 million.
In addition, immediately prior to the Company closing the TNR acquisition, TNR completed the acquisition of properties in four fields in south Louisiana from Samson Contour Energy E & P, LLC ("Samson"). These properties have aggregate net production of approximately 160 barrels of oil and 1,080 mcf per day of gas from thirteen producing wells. Mesa believes there are a number of re-completion and workover opportunities in these fields as well as new offset developmental drilling and deep gas potential. All of these potential opportunities are currently being evaluated.
"This is a significant step forward for the Company and its shareholders as we intensify our focus and growth strategy toward the acquisition of existing producing oil properties in an effort to expand and diversify our asset base", said Randy M. Griffin, CEO of Mesa Energy Holdings, Inc. "These properties have substantially increased our reserve base and will add significant monthly net revenue and cash flow, thereby increasing shareholder value".
"We are currently evaluating other producing oil and gas properties in the area and hope to complete additional acquisitions of this nature in the next twelve months", added Griffin.
About Mesa Energy Holdings, Inc.
Headquartered in Dallas, TX, Mesa Energy Holdings, Inc. is an oil and gas exploration and production company with a definitive focus on growing reserves and net asset value per share, primarily through the acquisition of solid, long-term existing production with enhancement potential and the development of highly diversified, multi-well developmental and defined-risk exploratory drilling opportunities.
More information about the Company may be found at
http://mesaenergy.us
.
Cautionary Note to U.S. Investors
Effective January 1, 2010, the United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose not only "proved" reserves (i.e., quantities of oil and gas that are estimated to be recoverable with a high degree of confidence), but also "probable" reserves (i.e., quantities of oil and gas that are as likely as not to be recovered) as well as "possible" reserves (i.e., additional quantities of oil and gas that might be recovered, but with a lower probability than probable reserves). As noted above, statements of reserves are only estimates and may not correspond to the ultimate quantities of oil and gas recovered. Any reserve estimates provided in this press release that are not specifically designated as being estimates of proved reserves may include estimated reserves not necessarily calculated in accordance with, or contemplated by, the SEC's latest reserve reporting guidelines. Investors are urged to consider closely the disclosure in the Company's Annual Report on Form 10-K available from the Company at 5220 Spring Valley Road, Suite 525, Dallas, Texas 75254 (attn: Investor Relations). You can also obtain this report from the SEC by calling 1-800-SEC-0330 or from the SEC's website at
www.sec.gov
.
Forward-Looking Statements
Certain statements in this news release, which are not historical facts, are forward-looking statements. These statements are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management. Actual results may differ materially from those currently anticipated due to a number of factors which may be beyond the reasonable control of the Company, including, but not limited to, the Company's ability to locate and acquire suitable interests in oil and gas properties on terms acceptable to the Company, the availability and pricing of additional capital to finance operations and leasehold acquisitions, the ability of the Company to build and maintain a successful operations infrastructure, the intensity of competition and changes and volatility in energy prices. Readers are urged not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. Additional information on risks and other factors that may affect the business and financial results of the Company can be found in the filings of the Company with the U.S. Securities and Exchange Commission at www.sec.gov.
Contact Information
Mesa Energy Holdings, Inc.
IR@mesaenergy.us
Ph: 972-490-9595

label: organization

text: Mesa Energy Holdings, Inc.

text: Tchefuncte Natural Resources

text: Mesa Energy Holdings, Inc.

text: Tchefuncte Natural Resources, LLC

text: TNR

text: TNR

text: TNR

text: TNR

text: TNR

text: Samson Contour Energy E & P, LLC

label: person

text: Randy M. Griffin

text: Mesa Energy Holdings, Inc.

text: Mesa Energy Holdings, Inc.

text: Mesa Energy Holdings, Inc.

text: Mesa Energy Holdings, Inc.

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-99.2
6
a04-15138_1ex99d2.htm
EX-99.2
Exhibit 99.2
AT THE COMPANY:
AT FINANCIAL RELATIONS BOARD
John Wille - Vice President & CFO
John McNamara
201-337-9000
212-827-3771
FOR IMMEDIATE RELEASE
RUSS BERRIE AND COMPANY,
INC. ANNOUCE AWARD OF STOCK OPTIONS
Oakland, N.J. - December 22, 2004.
In accordance with Section 303A.08 of the
NYSE Listed Company Manual, Russ Berrie and Company, Inc. (the "Company") today
announced the award of stock options granted to each of (i) the President and
Chief Executive Officer and (ii) the Executive Vice President of Kids Line,
LLC, a Delaware limited liability company ("Kids Line"), in connection with the
Company's purchase of all of the membership interests and warrants to purchase
membership interests in Kids Line as of December 15, 2004 (the "Acquisition").
The following is a description of the material terms
of an award of stock options to Mr. Michael Levin, as a material inducement to
Mr. Levin becoming President and Chief Executive Officer of Kids Line following
the Acquisition. In accordance with the
terms of Mr. Levin's employment agreement with Kids Line (the "ML Employment
Agreement"), executed in connection with the Acquisition, as of December 15,
2004, the Company granted Mr. Levin (i) a ten-year stock option under the
Company's 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "2004
Plan"), which plan was approved by the shareholders of the Company, to purchase
100,000 shares of the Company's Common Stock (the "ML Plan Option") and (ii) a
ten-year stock option outside of the 2004 Plan (due to grant limitations
therein) to purchase 100,000 shares of Company's Common Stock (the "ML Non-Plan
Option"), in each case with an exercise price of $22.21 per share, the closing
market price of such stock on the New York Stock Exchange on the date of
grant. Except as described below, the ML
Plan Option shall vest 33 1/3% annually over three years from the date of
grant. If the employment of Mr. Levin
under the ML Employment Agreement is terminated by Kids Line by reason of his
Disability (as defined in the ML Employment Agreement), or by reason of his
death, any outstanding unexercised portion of the ML Plan Option, whether or
not vested and/or exercisable on the date of such termination, shall be deemed
fully vested and exercisable and may be exercised by Mr. Levin's legal
representatives, estate, legatee(s) or permitted transferee(s), as applicable,
for up to one (1) year after such termination or the stated term of the ML Plan
Option, whichever period is shorter. If
the employment of Mr. Levin under the ML Employment Agreement is terminated by
Kids Line for Cause or by Mr. Levin without Good Reason (each as defined in the
ML Employment Agreement), any outstanding unexercised portion of the ML Plan
Option, whether vested or not, will be cancelled and deemed terminated as of
the date of his termination. If Mr.
Levin's employment under the ML Employment Agreement is terminated by Kids Line
without Cause or by Mr. Levin with Good Reason (each as defined in the ML
Employment Agreement), any outstanding unexercised portion of the ML Plan
Option, whether or not vested and/or exercisable on the date of such
termination, shall be deemed fully vested and exercisable and may be exercised
by Mr. Levin or his permitted transferee(s), as applicable, for up to six
months after such termination or the stated term of the ML Plan Option,
whichever period is shorter. The
provisions set forth in the last three sentences are referred to herein as the "Termination
Provisions". The ML Plan Option is subject to anti-dilution and other
adjustment provisions set forth in the 2004 Plan.
Except as set forth below, the ML Non-Plan Option
shall vest 33 1/3% annually over three years from the date of grant. The ML Non-Plan Option is subject to the
Termination Provisions. The ML Non-Plan
Option is subject to anti-dilution and other adjustment provisions
substantially similar to those set forth in the 2004 Plan.
The following is a description of the material terms
of an award of stock options to Ms. Joanne Levin, as a material inducement to
Ms. Levin becoming Executive Vice President of Kids Line following the
Acquisition. In accordance with the
terms of Ms. Levin's employment agreement with Kids Line (the "JL Employment
Agreement"), executed in connection with the Acquisition, as of December 15,
2004, the Company granted Ms. Levin (i) a ten-year stock option under the 2004
Plan to purchase 100,000 shares of the Company's Common Stock (the "JL Plan
Option") and (ii) a ten-year stock option outside of the 2004 Plan (due to
grant limitations therein) to purchase 100,000 shares of Company's Common Stock
(the "JL Non-Plan Option"), in each case with an exercise price of $22.21 per
share, the closing market price of such stock on the New York Stock Exchange on
the date of grant. Except as described
below, each of the JL Plan Option and the JL Non-Plan Option shall vest 33 1/3%
annually over three years from the date of grant. Each of the JL Plan Option and the JL
Non-Plan Option is subject to the Termination Provisions. The JL Plan Option is subject to
anti-dilution and other adjustment provisions set forth in the 2004 Plan. The JL Non-Plan Option is subject to
anti-dilution and other adjustment provisions substantially similar to those
set forth in the 2004 Plan.
Russ Berrie and Company, Inc. (RUSS®), a leader in the gift industry (and its
wholly-owned subsidiaries), designs, develops, and distributes a variety of
innovative gift products to specialty and mass market retailers worldwide. Known for its teddy bears and other plush
animals, the Company's gift line is comprised of a diverse range of everyday,
seasonal, and occasion-themed products that help people celebrate the
milestones in their lives. Founded in
1963 by the late Russ Berrie from a rented garage in New Jersey, today the
Company operates offices, showrooms, and distribution centers all over the
world and trades on the NYSE under the symbol RUS.
Note: This News Release contains
certain forward-looking statements.
Additional written and oral forward-looking statements may be made by
the Company from time to time in Securities and Exchange Commission (SEC)
filings and otherwise. The Private
Securities Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements. These
statements may be identified by the use of forward-looking words or phrases
including, but not limited to, "anticipate", "believe", "expect", "intend", "may",
"planned", "potential", "should", "will" or "would". The Company cautions readers that results
predicted by forward-looking statements, including, without limitation, those
relating to the Company's future business prospects, revenues, working capital,
liquidity, capital needs, interest costs and income are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those indicated in the forward-looking statements. Specific risks and uncertainties include, but
are not limited to, the Company's ability to continue to manufacture its
products in the Far East, the seasonality of revenues, the actions of
competitors, ability to increase production capacity, price competition, the
effects of government regulation, results of any enforcement action by the
People's Republic of China ("PRC") authorities with respect to the Company's PRC
operations, the resolution of various legal matters, possible delays in the
introduction of new products, customer acceptance of products, changes in
foreign currency exchange rates, issues related to the Company's computer
systems, the ability to obtain debt financing to fund acquisitions, the current
and future outlook of the global retail market, and other factors.
###

text:
RUSS BERRIE AND COMPANY,
INC.

text: Russ Berrie and Company, Inc.

text: Kids Line

text: Kids Line

text: Kids Line

text: Michael Levin

text: Kids Line

text: Kids Line

text: Kids Line

text: Kids Line

text: Kids Line

text: Joanne Levin

text: Kids Line

text: Kids Line

text: Russ Berrie and Company, Inc.


text:
EX-99.1
3
v348980_ex99-1.htm
EXHIBIT 99.1
Document Security Systems Completes Merger
with Lexington Technology Group
ROCHESTER, NY-July 1, 2013 -
Document Security Systems, Inc. (NYSE MKT: DSS) announced today the successful closing of its previously announced merger with
Lexington Technology Group, Inc. (LTG), an intellectual property management firm that seeks to maximize the value of intellectual
property and technology assets. DSS will continue to trade on the NYSE MKT under the symbol "DSS".
This strategic combination increases DSS's
intellectual property portfolio and enhances the Company's ability to monetize its anti-counterfeit and authentication technology,
as well as its industrial and other intellectual property assets. The boards of directors of both DSS and LTG unanimously approved
the merger, which was subsequently approved by LTG's and DSS's stockholders. The Company will be managed by an executive
team led by Chief Executive Officer, Jeff Ronaldi.
"After months of planning and hard
work, DSS and LTG are excited to be moving forward as a combined company" stated DSS's President, Robert Bzdick. "Through
our anti-counterfeit and authentication service offering, we have laid groundwork on which the management team believes we can
generate increased revenue and licensing opportunities".
"Today is a milestone for DSS. Through
our new business model, we see exciting opportunities to potentially grow our technology business and intellectual property assets"
stated DSS's Chief Executive Officer, Jeff Ronaldi. "As a combined company, we believe that we are better positioned
to take on new challenges and opportunities ahead".
DSS will host a conference call to discuss
the merger and introduce investors to the combined company on Monday, July 8 at 4:30 PM Eastern Time.
CONFERENCE CALL DETAILS:
Time: 4:30 p.m. ET
Date: Monday, July 8, 2013
Investor Dial In (Toll Free): 877-407-9205
Investor Dial In (International): 201-689-8054
Live Webcast URL:
http://www.investorcalendar.com/IC/CEPage.asp?ID=171177
A
replay of the teleconference will be available until 07/22/13,
which
can be accessed by dialing 877-660-6853
within the United
States or (201)612-7415 if calling internationally. Please enter account #286 and conference ID #417344 to access the
replay.
###
About Document Security Systems,
Inc.
Document Security Systems, Inc.'s
(NYSE MKT: DSS) products and solutions are used to defeat counterfeiting and fraud and protect brands and digital information from
the expanding world-wide counterfeiting problem. In addition, its recent merger with Lexington Technology Group, Inc. has increased
its intellectual property portfolio and enhanced its ability to monetize its intellectual property portfolio.
DSS continually invests in research and
development to meet the ever changing security needs of its clients and implements these patented solutions through strategic licensing
arrangements and through its operating groups that focus on secure printing, packaging, plastics and RFID, intellectual property
monetization and digital information
Through these divisions, DSS provides counterfeit
deterrence and authentication capabilities and digital information solutions to its customers. When implemented, DSS's technologies
help ensure the authenticity of manufactured products, sensitive documents and digital information.
For more information on DSS and its subsidiaries,
please visit
www.DSSsecure.com
.
Follow DSS on Facebook, click
HERE
.
For more information:
Investor Relations
Document Security Systems
(585) 325-3610
Email:
ir@documentsecurity.com
Cautionary Note Regarding Forward-Looking
Statements
Effective on July 1, 2013, Lexington Technology
Group, Inc. ("LTG") became a wholly-owned subsidiary of Document Security Systems, Inc. ("DSS"). The combined
company is herein referred to as the "Company". Forward-looking statements in this press release, including without
limitation, statements related to the Company's plans, strategies, objectives, expectations, potential value, intentions
and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act and
contain words such as "believes", "anticipates", "expects", "plans", "intends"
and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically
noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences
include, but are not limited to, those disclosed in the "Risk Factors" section of the Company's Annual Report
on Form 10-K for the year ended December 31, 2012, previously filed with the Securities and Exchange Commission ("SEC"),
and the "Risk Factors" section of the Company's definitive proxy statement/prospectus previously filed with the
SEC in connection with LTG merger. The forward-looking statements made herein are made as of the date of this press 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.

text: Document Security Systems

text: Lexington Technology Group

text: Document Security Systems, Inc.

text: Lexington Technology Group, Inc.

text:
Document Security Systems,
Inc.

text: Document Security Systems, Inc.

text: Lexington Technology Group, Inc.

text: Document Security Systems

text:
Lexington Technology
Group, Inc.

text: Document Security Systems, Inc.


text:
EX-99
3
dyn8k072210ex99-1.txt
PRESS RELEASE
Contact:
Patty Kehe
Dynasil Corporation of America
Phone: (607) 272-3320, ext. 26
Email: pkehe@dynasilcorp.com
Dynasil Acquires the Hilger Crystal
Subsidiary of Newport Corporation
WEST BERLIN, N.J. - July 20, 2010 - Dynasil Corporation of
America (OTCBB: DYSL) today announced the acquisition of
Hilger Crystals, Ltd. ("Hilger"), a leading manufacturer of
synthetic crystals applicable to a wide range of industrial,
medical, and homeland security applications. Hilger's
parent company, Newport Corporation, is a leading global
supplier of lasers, photonics instrumentation, sub-micron
positioning systems, vibration isolation, and optical
components to customers in the scientific research,
microelectronics, aerospace & defense and life & health
sciences markets.
Hilger Crystals, located in Kent, England, has a long
history of supplying reliable and high-quality synthetic
crystals for infrared spectroscopy, X-ray and gamma ray
detection. Applications for synthetic crystals include
homeland security, medical imaging, oil exploration,
chemical analysis and military.
Craig Dunham, CEO of Dynasil, commented, "By combining our
technical depth in synthetic crystals with Hilger's highly
specialized expertise in the growth and manufacturing of
crystals, we can accelerate the commercialization and
distribution of our extensive technology portfolio. The
acquisition of Hilger puts Dynasil in a strong position as a
high quality manufacturer and supplier. The transaction
exemplifies our growth strategy to acquire companies with
strengths in complementary areas, which enables us to more
quickly commercialize our new technology while expanding the
scale and scope of our product line and distribution
channels. We expect the acquisition to have a very positive
impact on our Company's revenue growth, profitability and
earnings per share".
The purchase price for Hilger is $4 million at closing with
an additional payment of $0.75 million after 18 months which
may be reduced or eliminated, contingent upon revenues for
the first 18 months. The entire $4 million purchase price at
closing was funded using the existing acquisition line of
credit with Sovereign/Santander Bank. Additional details
regarding the acquisition will be outlined in Dynasil's 8-K
filing with the SEC.
About Dynasil: Dynasil Corporation of America (OTCBB: DYSL),
is a provider of technology, products, services and
solutions to a broad range of customers to serve their
specific needs in the medical, industrial, and homeland
security/defense markets. The Company has additional
operations in New Jersey, New York and Massachusetts.
This news release may contain forward-looking statements
usually containing the words "believe", "expect", "plan",
"target", "intend" or similar expressions. These statements
are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act. Statements
relating to future results of operations, projections, and
expectations, including the expected benefits of the Hilger
acquisition, involve certain 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, the factors detailed in the Company's Annual Report or
Form 10-K and in the Company's other Securities and Exchange
Commission filings, continuation of existing market
conditions and demand for our products. Dynasil undertakes
no obligation to update these forward-looking statements to
reflect actual results, changes in assumptions or changes in
other factors that may affect such forward-looking
statements.

text: Dynasil Corporation of America

text: Dynasil

text: Hilger Crystal

text:
Dynasil Corporation of
America

text: Hilger Crystals, Ltd.

text: Craig Dunham

text: Dynasil

text: Dynasil

text: Dynasil

text: Dynasil

text: Dynasil Corporation of America

text: Dynasil


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
HUTTIG BUILDING PRODUCTS SELLS BUILDER RESOURCE OPERATIONS IN KANSAS CITY
McCray Lumber Purchases Merriam and Topeka, Kansas, and Lee's Summit
and Liberty, Missouri Branches
ST. LOUIS, MO, August 30, 2004-Huttig
Building Products, Inc. (NYSE:HBP) today announced that it has completed the sale of its operations and certain assets, including inventory and equipment, of its Builder Resource branches located in the Kansas City area to McCray Lumber Company for
approximately $6.6 million. Huttig will retain accounts receivable of approximately $8.1 million. Huttig will use the proceeds to reduce debt.
Michael A. Lupo, Huttig's President and Chief Executive Officer, said, "The sale of these one-step branches in the Kansas City area is another important step in
our strategy to focus on our core wholesale distribution business. It also gives us the opportunity to enter into and grow a new customer relationship with McCray Lumber, a significant one-step business in the greater Kansas City area, which we can
serve from our Kansas City, Missouri wholesale distribution center".
About Huttig
Huttig Building Products, Inc. (NYSE: HBP) is a
distributor of building materials used principally in new residential construction and in home improvement, remodeling and repair work. Huttig's products are distributed through 50 distribution centers serving 47 states and are sold primarily
to building materials dealers, national buying groups, home centers and industrial and makers of manufactured homes.
Forward Looking Statements
This press release contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. This information presents management's
expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts,
are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information.
Such factors are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.
Contact
Thomas S. McHugh, Chief Financial Officer of Huttig Building Products, Inc., at 314-216-2600.
Page 1 of 1

text: HUTTIG BUILDING PRODUCTS

text: McCray Lumber

text:
Huttig
Building Products, Inc.

text: McCray Lumber Company

text: McCray Lumber

text: Huttig Building Products, Inc.

text: Huttig Building Products, Inc.


text:
EX-99.1
3
v049568_ex99-1.htm
Press
Release
Date:
August 8, 2006
Contact:
Don
Bennett
President
Phone:
719.265.9847
Fax:
719.265.9809
For
Immediate Release
Email:
dbennett@greatbigfish.com
friendlyway
Corporation Purchases Big Fish Marketing Group
friendlyway
Corporation (OTCBB:FDWY.OB-News) a provider of self-service public access kiosks
and digital signage networks today announced the acquisition of Big Fish
Marketing Group. friendlyway Corporation will acquire Colorado Springs based
Big
Fish Marketing in a cash and stock transaction. Big Fish Marketing will become
a
wholly owned subsidiary of friendlyway Corporation. The acquisition of Big
Fish
is a strategic move to promote growth in the development of friendlyway's kiosk
and digital signage networks while providing network advertising clients a
more
comprehensive approach to their marketing efforts. Big Fish is a profitable
and
growing business and will have a positive impact on our future.
Big
Fish
Marketing specializes in creating comprehensive marketing campaigns for its
clients, supporting all facets of advertising and marketing development and
implementation. "This is a fantastic opportunity to grow friendlyway's
self-service kiosk and digital signage business", said Don Bennett, President of
Big Fish Marketing. "Our direct efforts will also ensure friendlyway customers
receive the very best creative advertising content possible and that all
advertising is consistent with the companies overall marketing efforts".
Big
Fish
Marketing will support friendlyway Corporation's advertising content development
and management systems. Each kiosk and digital sign will be centrally controlled
through a communications network which allows for discrete control of
advertising content to include regional and demographic targeting of customers,
ad rotation and day-parting. All advertising is monitored at a system and
network level allowing advertising clients a broad range of advertising control
and proof of play reporting.
"The
acquisition of Big Fish Marketing creates a vertical integration for internal
and external advertising efforts", said Ken Upcraft, President and CEO of
friendlyway Corporation. "We now have a complete marketing and advertising
division to focus on content development for our advertising clients. Big Fish
Marketing will also develop our internal marketing efforts to help communicate
the advertising opportunities available within our kiosk and digital signage
network. As we expand our services to include data mining and other interactive
capabilities, Big Fish Marketing will continue to integrate these capabilities
with our advertising client's strategic marketing initiatives".
About
About
friendlyway Corporation
friendlyway
Corporation provides interactive customer communications systems and
applications that support targeted marketing programs at points of sale,
service, and information. Our platforms allow our clients to deliver multimedia
content to their audiences efficiently via interactive devices and displays.
Our
goal is to support our clients by streamlining their workflows using displays
to
do more. Friendlyway's services are expected to allow its clients to add value
for their customers, provide the company with a recurring revenue stream while
fostering customer loyalty and stimulating growth. For more information on
friendlyway, please contact us at (877) 888-1860 or visit us on the Web at
www.friendlywayinc.com.
7222
Commerce Center Drive, #205
t
Colorado Springs, CO 80919
Phone
(719) 265-9847
t
Fax
(719) 265-9809
About
Big
Fish Marketing
Big
Fish
Marketing is a full service advertising and marketing agency supporting clients
with business development, marketing planning and advertising requirements.
Big
Fish focuses on both plan development and implementation, supporting clients
needs from concept development through implementation and measurement for
results. Our efforts are always aimed at creating a powerful return on
investment for all our clients advertising, branding and marketing efforts.
Safe
Harbor Statement:
This
press release contains certain 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 including statements regarding
friendlyway's anticipated revenue, growth in friendlyway's target market, and
market trends favorable to friendlyway's Investors are cautioned that all
forward-looking statements involve risks and uncertainty. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate,
and
therefore, there can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. Important factors
that
could cause actual results to differ materially from the forward-looking
statements include the friendlyway's need to obtain substantial additional
capital (through financings or otherwise) to fund its operations, fluctuations
in the Company's business results, initial and continuing acceptance of the
company's products and services by its clients and the market place, competition
and changes in the markets it serves. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company
or
any other person that the objectives and plans of the Company will be achieved.
7222
Commerce Center Drive, #205
t
Colorado Springs, CO 80919
Phone
(719) 265-9847
t
Fax
(719) 265-9809

text:
Don
Bennett

text:
friendlyway
Corporation

text: Big Fish Marketing Group

text:
friendlyway
Corporation

text:
Big Fish
Marketing Group

text: friendlyway Corporation

text:
Big
Fish Marketing

text: Big Fish Marketing

text: friendlyway Corporation

text:
Big
Fish

text: Big Fish

text:
Big
Fish
Marketing

text: Don Bennett

text: Big Fish Marketing

text:
Big
Fish
Marketing

text: friendlyway Corporation

text: Big Fish Marketing

text: Ken Upcraft

text: friendlyway Corporation

text:
Big Fish
Marketing

text: Big Fish Marketing

text: friendlyway Corporation

text:
friendlyway
Corporation

text:
Big
Fish Marketing

text:
Big
Fish
Marketing

text:
Big
Fish


text:
EX-99.2
3
exhibit99_2.htm
PRESS RELEASE 5.2.13
EXHIBIT 99.2
URSTADT BIDDLE PROPERTIES INC. ACQUIRES THE VILLAGE SHOPPING CENTER
IN NEW PROVIDENCE, NJ
Greenwich, CT - May 2, 2013 - Urstadt Biddle Properties Inc. (NYSE: UBA and UBP) announced today that it has acquired The Village Shopping Center in New Providence, NJ for $34,850,000. The property was purchased subject to an existing mortgage in the amount of $18,980,000 that requires payments of principal and interest at a fixed rate of 5.6803% per annum. The mortgage matures in January 2022.
The Village Shopping Center is located on Springfield Avenue in the center of the affluent community of New Providence, NJ (Union County). The 110,000 square foot shopping center is anchored by a 3-year old 45,000 square foot A&P (which replaced ACME Supermarket), CVS, Radio Shack, Investor's Bank and Smashburger. The shopping center was built in 1965 by the seller but recently renovated to accommodate the new A&P.
Willing Biddle, President of Urstadt Biddle Properties Inc. said, "We are very pleased that we have continued the process of investing capital raised from our stock offerings in October 2012 into another grocery-anchored income producing property. Coupled with other holdings in nearby Bergen County, including our recent investment in the Chestnut Ridge Shopping Center in Montvale, New Jersey, northern New Jersey is proving to be a high performance market for us." James Aries, Director of Acquisitions at Urstadt Biddle Properties Inc. adds, "We're thrilled to add another trophy grocery-anchored center to our core portfolio. This is no accident. Sellers have faith in our ability to close quickly and without complication. We already have several exciting leasing leads on the few vacancies at Village Shopping Center and look forward to establishing a greater presence in this marketplace".
Urstadt Biddle Properties Inc. is a self-administered equity real estate investment trust, which owns or has equity interests in 64 properties containing approximately 5.1 million square feet of space. Listed on the New York Stock Exchange since 1969, it provides investors with a means of participating in ownership of income-producing properties. It has paid 174 consecutive quarters of uninterrupted dividends to its shareholders since its inception and raised its dividends to its shareholders for the last 19 years.
For additional information, please contact Willing L. Biddle, COO, John Hayes, CFO or James Aries, SVP, Urstadt Biddle Properties Inc. at 203-863-8200. Follow us on Twitter at
https://twitter.com/UrstadtBiddle
This press release contains statements that constitute "forward-looking statements." These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Urstadt Biddle Properties Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors. Urstadt Biddle Properties Inc. undertakes no obligation to update these statements for revisions or changes after the date of this release.

text: URSTADT BIDDLE PROPERTIES INC.

text: THE VILLAGE SHOPPING CENTER

text: Urstadt Biddle Properties Inc.

text: The Village Shopping Center

text: The Village Shopping Center

text:
P.
Willing Biddle

text: Urstadt Biddle Properties Inc.

text: James Aries

text: Urstadt Biddle Properties Inc.

text: Urstadt Biddle Properties Inc.

text: Willing L. Biddle

text: John Hayes

text: James Aries

text: Urstadt Biddle Properties Inc.

text: Urstadt Biddle Properties Inc.

text: Urstadt Biddle Properties Inc.


text:
EX-99.1
2
exh991.htm
EXHIBIT 99.1
China Biologic Products, Inc - Exhibit 99.1 - Prepared by TNT Filings
Inc.
Company Contact:
Investor Relations
Contact:
Mr. Y. Tristan Kuo
Mr. Crocker Coulson,
President
CFO
CCG Investor Relations
China Biologic
Products, Inc.
Tel: +1-646-213-1915
(NY office) or
Tel: +86-538-6202206
Mr. Gary Chin, Tel:
+1-646-213-1909
Email:
IR@chinabiologic.com
Email:
crocker.coulson@ccgir.com
www.chinabiologic.com
www.ccgirasia.com
For Immediate Release
China Biologic Products Completes Acquisition of 90% Controlling Interest in
Chongqing Dalin Biologic Technologies Co., Ltd.
Acquisition transforms China Biologic into Largest Non-state-owned
Producer of Plasma-based Biopharmaceuticals in China
Taian City, Shandong Province, PRC - April 17, 2009 - China
Biologic Products, Inc. (CBPO.OB) ("China Biologic" or the "Company"), one of
the leading plasma-based biopharmaceutical companies in the People's Republic of
China ("PRC"), announced that it has completed the third installment payment
towards the acquisition of a 90% equity interest in Chongqing Dalin Biologic
Technologies Co., Ltd. ("Dalin") for a total consideration of RMB 194,400,000
(approximately $28.5 million), in accordance with the terms of an equity
transfer agreement with the Dalin shareholders, and is now entitled to all the
rights and privileges of a 90% shareholder in Dalin and in Dalin's 54%
majority-owned operating subsidiary, Qianfeng Biological Products Co., Ltd. ("Qianfeng"),
one of the largest plasma-based biopharmaceutical companies in China, located in
Guiyang, Guizhou Province.
This installment represents the Company's payment of an
aggregate 90% of the total purchase price, and according to the equity transfer
agreement, as amended, Logic Holding (Hong Kong) Limited ("Logic Holding"), the
Company's wholly-owned subsidiary, is now entitled to all the rights and
privileges of a 90% shareholder in Dalin, including the right to receive its pro
rata share of 54% of the profits generated by Qianfeng, as of January 1, 2009,
subject to a possible dilution to as low as 41.3%, if a dissenting Qianfeng
shareholder prevails in a pre-existing suit to obtain additional equity
interests in Qianfeng.
On March 26, 2009, Dalin received a certificate of approval
from the municipal government in Chongqing for the establishment of a Taiwan,
Hong Kong, Macao and Overseas Chinese invested enterprise in China, which allows
Dalin to operate as a Sino-foreign joint venture; and on April 10, 2009, Dalin,
as a Sino-foreign joint venture, received business licenses from the Chongqing
City Administration for Industry and Commerce ("AIC"), to operate for 30 years.
Expected benefits of the acquisition include:
Increased plasma collection to
almost double current levels and significant increase in production capacity
Significant increase in commercial
scale and expansion into Guizhou Province
Opportunity for
synergies through leveraging China Biologic's existing sales and
administrative infrastructure, as well as consolidating research and
development efforts
Opportunity to increase prices for
Qianfeng's product line through China Biologic's strong brand name and higher
value product positioning
Use of Qianfeng's technological
know-how to achieve higher yields per unit of plasma input and raise overall
efficiencies
"We are extremely pleased to have finalized this transaction
that has transformed our company into the largest non-state-owned producer of
plasma-based biopharmaceutical products in China", said Mr. Chao Ming Zhao, CEO
of China Biologic Products. "Based on our analysis of data published by the PRC
National Institute for the Control of Pharmaceutical and Biological Products (NICPBP),
we now have more plasma collection stations, collect a higher volume of plasma,
and produce more plasma-based products than any other non-state-owned
biopharmaceutical company in China. We believe that our increased access to a
greater supply of plasma will provide us with a significant competitive
advantage, especially in light of the limited supply of plasma sources in
China."
Qianfeng is one of the largest plasma-based biopharmaceutical
companies in China and the only operating manufacturer in Guizhou Province. With
a population of 39 million, Guizhou Province has historically produced the
highest volumes of plasma collection in China, due to a higher proportion of its
population willing to engage in the collection process. Guizhou Province has a
total of 19 plasma collection stations in operation, collecting approximately
1200 tons of plasma supply every year. Qianfeng owns 7 of these plasma
collection stations, of which 6 are currently in operation and collecting
approximately 250 tons of plasma supply per year, with annual production
capacity of 400 tons. The Company plans to re-open the 7th plasma
collection station before the end of this year. The Company also plans to
introduce the use of more advanced collection techniques at these stations,
thereby improving yields and generating additional plasma supply.
Qianfeng is in compliance with Good Manufacturing Practices
standards, and has been approved by the PRC's State Food and Drug Administration
to produce six types of plasma-based products including Human Albumin, Human
Immunoglobulin, Human Intravenous Immunoglobulin, Human Hepatitis B
Immunoglobulin, Human Tetanus Immunoglobulin and Human Rabies Immune Globulin.
Based on management's analysis of NICPBP data, during 2008 Qianfeng held
approximately 7.4% market share in China, as compared to the Company's 6.9%,
which would result in a combined market share of approximately 14.3%, and the
top 6 largest plasma-based biopharmaceutical companies in China, including
Qianfeng and the Company, had a total market share of approximately 47.8%.
"We have already begun the process of integrating our Huitian
and Dalin acquisitions and we see significant opportunities for synergies and
economies of scale", Mr. Zhao further commented. "Moreover, we were pleased to
have structured these transactions to be the most accretive to our
shareholders".
The Company is obligated to pay the remaining 10% of the
total purchase price, on or before April 9, 2010, one year from the date on
which the local AIC approved the registration of the equity transfer.
About China Biologic Products, Inc.
Through its indirect majority-owned subsidiary, Shandong
Taibang Biological Products Co. Ltd., China Biologic Products, Inc. (the
"Company"), is principally engaged in the research, development, production,
manufacturing and sale of plasma-based biopharmaceutical products to hospitals
and other health care facilities in China. The Company's human albumin products
are mainly used to increase blood volume and its immunoglobulin products are
used for the treatment and prevention of diseases.
Safe Harbor Statement
This release may contain certain "forward-looking statements"
relating to the business of China Biologic Products, Inc. and its subsidiary
companies. All statements, other than statements of historical fact included
herein are "forward-looking statements", including statements regarding: the
impact of the acquisition of Chongqing Dalin Biologic Technologies Co., Ltd. on
the Company's production output and on its ability to compete with other
plasma-based biopharmaceutical companies in China; the ability of the Company to
achieve its commercial objectives; the business strategy, plans and objectives
of the Company and its subsidiaries; statements about the Company's future
revenues and earnings; and any other statements of non-historical information.
These forward-looking statements are often identified by the use of
forward-looking terminology such as "believes", "expects" or similar
expressions, involve known and unknown risks and uncertainties. Although the
Company believes that the expectations reflected in these forward-looking
statements are reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. Investors should not place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of a
variety of factors, including those discussed in the Company's periodic reports
that are filed with the Securities and Exchange Commission and available on its
website (http://www.sec.gov). All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by these factors. Other than as required under the securities laws, the
Company does not assume a duty to update these forward-looking statements.
###

text: China Biologic Products

text: Y. Tristan Kuo

text: Crocker Coulson

text:
China Biologic
Products, Inc.

text: Gary Chin

text: China Biologic Products

text: China Biologic

text:
China
Biologic Products, Inc.

text: China Biologic

text: Qianfeng Biological Products Co., Ltd.

text: China Biologic

text: China Biologic

text: Chao Ming Zhao

text: China Biologic Products

text: China Biologic Products, Inc.

text: China Biologic Products, Inc.

text: China Biologic Products, Inc.


text:
EX-99.1
3
ex99-1.htm
Halitron,
Inc. Acquires The Hopp Companies, Inc.
The
Hopp Companies, Inc. Generated $1.5M in Sales and $100K of Adjusted EBITDA for 2016
NEWTOWN,
CT, October 20, 2017 (Marketwired)
- Halitron, Inc. (the "Company", "Halitron") (OTC: HAON),
a multisector holding company, today announced that it has closed on the acquisition of The Hopp Companies, Inc. ("Hopp")
in an asset purchase agreement valued at $700,000.
Hopp
is a leading manufacturer for quality Point of Purchase (POP) displays for in-store marketing, merchandising, pricing, and sales
aids for many types of retail stores, suppliers, distributors and warehouses nationwide.
Hopp
specializes in providing quality service and value to fit the needs of any size and color of POP products. The specialty products
division can produce most styles of printed, die-cut and formed plastic product from rigid or flexible plastic and magnetic materials.
Hopp Companies proudly manufactures products for retail stores as well as distributors and warehouses. These include, but are
not limited to, the following industries:
Hardware
Stores
Department
Stores
Auto
Parts Stores
Warehouse
Stores
Drug
Stores
Convenience
Stores
Supermarkets
Jewelry
Stores
Liquor
Stores
Magic
Shops
Hopp
operates from a 5,000-square foot manufacturing facility in New Hyde Park, New York (Long Island), has 12 employees, and has been
in business for over 20 years with a customer list of approximately 7,000 accounts.
For
more information on Hopp Companies, Inc. please visit:
www.hoppcompanies.com
The
Hopp assets will be utilized in the operations of HAON's two legacy brands, CinchSigns, a printed point of purchases products
business, and PiecesInPlaces, an office organization supply business focused on plastic file folders. These two brands have been
in the redevelopment phase for the past year while Management focused on acquiring Hopp. Cinch Signs and PiecesInPlaces has a
combined customer list of 190,675. Management intends to begin cross marketing all three brands' product lines to each of
the brands' customers, including Hopp's customer base of approximately 7,000.
About
Halitron, Inc.
Halitron,
Inc., a multisector holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling
them into an efficient, low-cost operating infrastructure. Management targets operating entities that can either benefit from
current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations.
For more information on Halitron, Inc., please visit:
www.halitroninc.com
.
Halitron
is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company
pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act
of 1940. Halitron is not registered with FINRA or SIPC.
Safe
Harbor Statement:
The
information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. You can identify these statements by use of the words "may", "will", "should,"
"plans", "expects", "anticipates", "continue", "estimate", "project,"
"intend", and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual
results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to,
general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes
in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer
order patterns, changes in product mix, continued success in technological advances and delivering technological innovations,
shortages in components, production delays due to performance quality issues with outsourced components, and various other factors
beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the
Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment
adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
Contact:
Halitron
Investor Relations
3
Simms Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com

text:
Halitron,
Inc.

text: The Hopp Companies, Inc.

text:
The
Hopp Companies, Inc.

text: Halitron, Inc.

text: The Hopp Companies, Inc.

text: Hopp

text: Hopp

text: Hopp

text: Hopp

text: Hopp

text: Hopp

text: Halitron, Inc.

text:
Halitron,
Inc.

text: Halitron, Inc.

text: Halitron, Inc.

text: Halitron, Inc.


text:
EX-99.1
8
tllpex991pressrelease.htm
PRESS RELEASE
TLLP EX.99.1 Press Release
Exhibit 99.1
TESORO CORPORATION CONTRIBUTES MARTINEZ CRUDE OIL MARINE TERMINAL
TO TESORO LOGISTICS
Tesoro Corporation (NYSE:TSO) and Tesoro Logistics LP (NYSE:TLLP) today announced that Tesoro Corporation ("Tesoro") has contributed the Martinez Crude Oil Marine Terminal located in Martinez, California to Tesoro Logistics LP ("the Partnership") for total consideration of $75 million, effective April 1, 2012.
"The contribution of the Martinez Crude Oil Marine Terminal marks Tesoro's first drop-down to the Partnership and demonstrates Tesoro's commitment to capturing the full value of our logistics assets and helping the Partnership expand its portfolio", said Greg Goff, Tesoro Corporation's President and Chief Executive Officer and Tesoro Logistics' Chairman and Chief Executive Officer. "We are committed to growing the Partnership's distributions and expect this transaction to be immediately accretive".
The Martinez Crude Oil Marine Terminal is located on the Sacramento River near Tesoro's Martinez refinery and consists of a single-berth dock, five crude oil storage tanks with a combined 425,000 barrels of capacity and related pipelines. The terminal receives crude oil through marine vessels for delivery to Tesoro's Martinez refinery. Total throughput capacity for the terminal is approximately 145,000 barrels per day.
The purchase price of $75 million included cash of $67.5 million and Tesoro Logistics equity valued at approximately $7.5 million. The cash consideration was financed with borrowings under Tesoro Logistics' revolving credit facility. The equity consideration was based on the average daily closing price for the 10 trading days prior to the effective date of April 1, 2012, or $35.62 per unit, with 98% in the form of common units and 2% in the form of general partner units.
In connection with the closing of the proposed transaction, Tesoro and the Partnership have entered into a 10-year terminalling agreement with a minimum throughput commitment. Tesoro Logistics expects that this contribution will result in an estimated $15 million of incremental revenue, of which more than 90% is based on minimum committed throughput, and $8 million of incremental annual EBITDA.
On March 30, 2012, the Partnership amended its senior secured revolving credit agreement (the "Credit Agreement") with Bank of America, N.A, as administrative agent and a syndicate of banks and financial institutions and lenders. Concurrent with the execution of the amendment, the Partnership exercised its option to increase the size of the loan commitments to an aggregate of $300 million. Additionally, the Partnership is permitted to request that the loan commitments under the Credit Agreement be increased up to an aggregate of $450 million, subject to receiving increased commitments from the lenders. The Credit Agreement is guaranteed by all of the Partnership's subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries. The Credit Agreement is scheduled to mature on April 25, 2014.
TESORO LOGISTICS LP
RECONCILIATION OF FORECASTED EBITDA TO AMOUNTS UNDER US GAAP
(Unaudited, in millions)
Reconciliation of Forecasted EBITDA to Forecasted Net Income:
Full Year 2013
Martinez Crude Oil Marine Terminal
Net income
$
4.5
Add: Depreciation and amortization expenses
1.5
Add: Interest and financing costs, net
2.0
Forecasted EBITDA (a)
$
8.0
(a) We define EBITDA as net income (loss) before net interest and financing costs and depreciation and amortization expenses. EBITDA is a measure prescribed by accounting principles generally accepted in the United States of America ("U.S. GAAP") but is a supplemental financial measure that is used by management and may be used by external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, to assess:
.
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods;
.
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
.
our ability to incur and service debt and fund capital expenditures; and
.
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
About Tesoro Corporation
Tesoro Corporation, a Fortune 150 company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 665,000 barrels per day. Tesoro's retail-marketing system includes nearly 1,200 branded retail stations, of which over 375 are company operated under the Tesoro®, Shell® and USA Gasoline™ brands.
About Tesoro Logistics LP
Tesoro Logistics LP, headquartered in San Antonio, Texas, is a fee-based, growth-oriented Delaware limited partnership formed by Tesoro Corporation to own, operate, develop and acquire crude oil and refined products logistics assets.
This press release contains certain statements that are "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 concerning our current expectation of the announced transaction closing, portfolio expansion, growth in distributions, accretiveness, throughput rates and incremental revenue and cash flow. For more information concerning factors that could affect these statements, see the respective annual reports on Form 10-K and quarterly reports on Form 10-Q for Tesoro Corporation and Tesoro Logistics LP, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.
Contact:
Investors:
Louie Rubiola, Director, Investor Relations, (210) 626-4355
Media:
Tesoro Media Relations, media@tsocorp.com, (210) 626-7702

text: TESORO CORPORATION

text: TESORO LOGISTICS

text: Tesoro Corporation

text: Tesoro Logistics LP

text: Tesoro Corporation

text: Tesoro Logistics LP

text: Tesoro Corporation

text: Tesoro Logistics

text: Tesoro Logistics

text: Tesoro Logistics

text: Tesoro Logistics

text: TESORO LOGISTICS LP

text: Tesoro Corporation

text: Tesoro Corporation

text: Tesoro Logistics LP

text: Tesoro Logistics LP

text: Tesoro Corporation

text: Tesoro Corporation

text: Tesoro Logistics LP

text: Louie Rubiola


text:
EX-99.1
2
diod-ex991_6.htm
EX-99.1
diod-ex991_6.htm
EXHIBIT 99.1
Diodes Incorporated Completes Acquisition of Pericom Semiconductor
Pericom Receives Shareholder Approval at Special Meeting
Plano, Texas - November 25, 2015
- Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets, today announced that it has completed its acquisition of Pericom Semiconductor (Nasdaq: PSEM).
The merger agreement was initially announced on September 3, 2015, and Pericom shareholders approved the transaction at a Special Meeting of Shareholders held on November 20, 2015. The transaction closed and became effective today, with each share of Pericom being converted into the right to receive $17.75 in cash, without interest. The aggregate consideration will be approximately $413 million, including the value of Pericom equity awards paid out or converted to Diodes equity awards. As a result of the transaction's close, the common stock of Pericom will no longer be listed for trading on the NASDAQ stock exchange as of the close of market today.
"We are very pleased to complete the acquisition of Pericom, which will be immediately accretive to Diodes' earnings and also provide enhanced margin expansion opportunities", stated Dr. Keh-Shew Lu, President and Chief Executive Officer. "Also notable, this acquisition broadens Diodes' analog footprint and adds a strong mixed-signal connectivity offering that will drive expanded product content in our target market applications. Pericom also provides an extensive timing product line that complements Diodes' standard product portfolio".
Dr. Lu also added, "I would like to personally welcome the Pericom employees to the Diodes' family. Together, we are able to accelerate the attainment of our goal to reach a $1 billion annual revenue run rate with 35 percent gross margin, and I look forward to expanding our global organization and achieving future success".
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor's SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes' products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. Diodes' corporate headquarters and Americas' sales office are located in Plano, Texas. Design, marketing, and engineering centers are located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. Diodes' wafer fabrication facilities
are located in Kansas City, Missouri and Manchester, with two additional facilities located in Shanghai, China. Diodes has assembly and test facilities located in Shanghai and in Chengdu, China, as well as in Neuhaus and in Taipei. Additional engineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; Shanghai; Shenzhen, China; Seongnam-si, South Korea; and Munich, Germany, with support offices throughout the world. For further information, including SEC filings, visit Diodes' website at www.diodes.com.
Except for the historical and factual information contained in this press release, the matters set forth in this press release (including statements as to the expected benefits of the acquisition and other statements identified by words such as "estimates", "expects", "projects", "plans", "will" and similar expressions) are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: the risk that Pericom's business will not be integrated successfully into the Company's; the risk that the expected benefits of the acquisition may not be realized; the risk that Pericom's standards, procedures and controls will not be brought into conformance within the Company's operations; difficulties coordinating the Company's and Pericom's new product and process development, hiring additional management and other critical personnel, and increasing the scope, geographic diversity and complexity of the Company's operations; difficulties in consolidating facilities and transferring processes and know-how; difficulties in reducing the costs of Pericom's business; the diversion of our management's attention from the management of our business; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs and loadings in our manufacturing facilities; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates and our joint venture prospects; the risk of unfavorable currency exchange rates; the risk that our future guidance may be incorrect; the risk that the global economic weakness may be more severe or last longer than we currently anticipate; the impact of competition; and other risk factors relating to our industry and business as detailed from time to time in the Company's reports filed with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the press release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Recent news releases, annual reports and SEC filings are available at the Company's website:
http://www.diodes.com
. Written requests may be sent directly to the Company, or they may be e-mailed to:
diodes-fin@diodes.com
.
Company Contact:
Investor Relations Contact:
Diodes Incorporated
Shelton Group
Laura Mehr
Leanne Sievers
Director of Investor Relations
EVP, Investor Relations
P: 972-987-3959
P: 949-224-3874
E:
laura_mehrl@diodes.com
lsievers@sheltongroup.com

text: Diodes Incorporated

text: Pericom Semiconductor

text: Pericom

text: Diodes Incorporated

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text: Keh-Shew Lu

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text: Diodes Incorporated

text: Leanne Sievers


text:
EX-99.1
2
exh_991.htm
PRESS RELEASE
EdgarFiling
EXHIBIT 99.1
Bay Bank Finalizes its Acquisition with Hopkins Federal Savings Bank
COLUMBIA, Md., July 08, 2016 (GLOBE NEWSWIRE) -- Bay Bancorp, Inc. (NASDAQ:BYBK), the parent company of Bay Bank, announced today that it has completed its acquisition of Hopkins Bancorp, Inc. Bay Bank, FSB is now the fifth largest community bank headquartered in the Baltimore region based upon deposit market share. Following the merger, Bay Bank will have total assets of approximately $650 million and 12 branches in the Baltimore-Washington corridor.
Bay Bank acquired two branches from Hopkins Federal Savings Bank in the Baltimore market. The Pikesville branch will be rebranded with the Bay Bank name immediately. Bay Bank will relocate the Hopkins Federal Highlandtown branch to the Bay Bank Highlandtown Branch on Monday, July 11
th
for the immediate convenience of customers and staff.
"We appreciate the hard work of the Hopkins team who have assisted us in our efforts to complete this transaction", said Bay Bank President and CEO Joseph J. Thomas. "It is our plan to continue Hopkins' legacy in the community and bring Bay Bank's customer focus and entrepreneurial spirit".
The merger is expected to have no immediate impact on the customer base, other than the change in the name. Hopkins will continue to run its operating system until late July when it will be consolidated into the Bay Bank system. With this consolidation, the former Hopkins customers will have full access to Bay Bank's experienced relationship banking team led by Baltimore Market President, Todd Warren, 12 branches across the region, and expanded products and service offerings.
"On behalf of the Board of Directors of Bay Bank, we are pleased to welcome Alvin Lapidus, former chairman of Hopkins Federal Savings Bank, as our chairman emeritus", continued Thomas. "We look forward to his insights throughout the transition process and to him helping the bank grow in this important new market for Bay".
About Bay Bank
Bay Bank, FSB is headquartered in Columbia, Maryland, and serves the community with a network of 12 branches strategically located throughout the region. Founded in 2010, the bank has quickly developed a strong reputation for its focus on being the bank built by entrepreneurs, for entrepreneurs. Since its opening in 2010, Bay Bank has successfully acquired three other community banks-Bay National Bank, Carrollton Bank and Slavie Federal Savings Bank. The bank's parent company, Bay Bancorp, Inc., trades on the NASDAQ Capital Market under the ticker symbol "BYBK." Member FDIC.
Additional Information
Stockholders of Hopkins Bancorp, Inc. will receive instructions from Bay Bancorp, Inc.'s exchange agent, American Stock Transfer & Trust Company, regarding the surrender of their shares of Hopkins Bancorp, Inc. common stock for the merger consideration. Stockholders should wait for and follow those instructions and should not surrender their shares to Bay Bancorp, Inc., or Bay Bank, FSB.
Contact: Lori Mueller
SVP/Director of Marketing
7151 Columbia Gateway Drive Ste A | Columbia, MD 21046
(P) 410-737-7401 | (F) 410-312-5437
LMueller@baybankmd.com

text: Bay Bank

text: Hopkins Federal Savings Bank

text: Bay Bancorp, Inc.

text: Bay Bank

text: Hopkins Bancorp, Inc.

text: Bay Bank

text: Bay Bank

text: Bay Bank

text: Hopkins Federal Savings Bank

text: Bay Bank

text: Bay Bank

text: Bay Bank

text: Bay Bank

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text: Bay Bank

text: Hopkins Federal Savings Bank

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text: Bay Bancorp, Inc.

text: Hopkins Bancorp, Inc.

text: Bay Bancorp, Inc.

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text: Bay Bancorp, Inc.

text: Bay Bank


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EX-99.2
4
eh1100637_form8k-ex9902.htm
EXHIBIT 99.2
eh1100637_form8k-ex9902.htm
EXHIBIT 99.2
For Immediate Release
Thursday, September 1, 2011
Contacts: Patrick Walsh
Ryan Hornaday
317.266.0100
Emmis Completes Sale of Controlling Interest in Three Radio Stations to GTCR;
NASDAQ Notifies Emmis that Class A Common Shares Fall Below Minimum Bid Price
Indianapolis….Emmis Communications Corporation (Nasdaq: EMMS) today announced it has completed the transfer of WKQX-FM (101.1 MHz, Chicago, IL), WLUP-FM (97.9 MHz, Chicago, IL) and WRXP-FM (101.9 MHz, New York, NY) to Merlin Media LLC ("Merlin Media"), and the sale of a controlling interest in Merlin Media to Chicago-based private equity firm GTCR and Randy Michaels.
Emmis received approximately $120 million in cash proceeds from the sale of the stations, net of transaction expenses, and continues to own $28.7 million of preferred equity and 20.6 % of the common equity interests in Merlin Media. The net cash proceeds were used to repay approximately 38% of the company's term loans under its senior credit facility.
"While it is difficult to part with these stations, we are pleased to remain involved as an investor in Merlin Media. The proceeds of the sale allow us to significantly delever the company and evaluate a variety of exciting opportunities for the next era of growth at Emmis", said Jeff Smulyan, Chairman & CEO of Emmis.
The transaction was announced on June 21, 2011. Merlin Media began programming the stations under a Local Marketing Agreement (LMA) on July 15, 2011.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wiley Rein LLP served as legal counsel and Moelis & Company served as financial advisor to Emmis.
Late Wednesday, Emmis received notification from the Nasdaq Stock Market ("Nasdaq") that the Company's Class A Common Stock had closed below the minimum $1.00 per share bid requirement for 30 consecutive business days (starting July 19) and therefore is not in compliance with Nasdaq Marketplace Rule 5450(a)(1) (the "Minimum Bid Rule"). The Company has until February 27, 2012, to regain compliance with the Minimum Bid Price Rule. During this period, the Company's Class A Common Stock will continue to trade on the Nasdaq Global Select Market.
"The notice from Nasdaq was not a surprise, but the timing is ironic coming the very day before we closed the Merlin transaction and repaid approximately $120 million of our debt. We are optimistic that the performance of our businesses and our continued efforts to rationalize our balance sheet will enable us to achieve compliance with the Minimum Bid Price Rule before February 27, 2012", said Smulyan
.
If at any time before February 27, 2012, the bid price of the Company's Class A Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule. If the Company does not regain compliance with the Minimum Bid Price Rule by February 27, 2012, Nasdaq will notify the Company that its Class A Common Stock will be delisted from the Nasdaq Global Select Market. Nasdaq
rules would then permit the Company to appeal any delisting determination by the Nasdaq staff to a Listing Qualifications Panel.
The Company intends to actively evaluate and monitor the bid price for its Class A Common Stock between now and February 27, 2012, and consider implementation of various options available to the Company if its Class A Common Stock does not trade at a level that is likely to regain compliance.
About Emmis Communications (Nasdaq: EMMS)
Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 8th largest public
ly traded radio portfolio in the United States based on total listeners. Emmis owns 18 FM and two AM radio stations in New York, Los Angeles, St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis' radio stations located there), Indianapolis and Terre Haute, IN.

text: Emmis

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text: Emmis Communications Corporation

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text: Emmis


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EX-99.1
2
mdrx-ex991_7.htm
EX-99.1
mdrx-ex991_7.htm
Exhibit 99.1
Allscripts closes previously announced sale of CarePort Health business
CHICAGO - January 4, 2021
- On December 31, 2020, Allscripts (NASDAQ: MDRX) closed the previously announced sale of its CarePort Health business to WellSky® Corporation for $1.35 billion. CarePort solutions assist hundreds of hospitals and thousands of post-acute care providers to efficiently coordinate and transition patients through different settings of care.
About Allscripts
Allscripts (NASDAQ: MDRX) is a leader in healthcare information technology solutions that advance clinical, financial and operational results. Our innovative solutions connect people, places and data across an Open, Connected Community of Health™. Connectivity empowers caregivers and consumers to make better decisions, delivering better care for healthier populations. To learn more, visit www.allscripts.com
,
Twitter
,
YouTube
and
The Allscripts Blog.
###
© 2021 Allscripts Healthcare, LLC and/or its affiliates. All Rights Reserved.
Allscripts, the Allscripts logo, and other Allscripts marks are trademarks of Allscripts Healthcare, LLC and/or its affiliates. All other products are trademarks of their respective holders, all rights reserved. Reference to these products is not intended to imply affiliation with or sponsorship of Allscripts Healthcare, LLC and/or its affiliates.
For more information contact:
Investors
:
Stephen Shulstein
312-386-6735
Stephen.Shulstein@allscripts.com
Media:
Concetta Rasiarmos
312-447-2466
concetta.rasiarmos@allscripts.com

text: Allscripts

text: CarePort Health

text: Allscripts

text: CarePort Health

text: WellSky® Corporation

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts

text: Allscripts


text:
EX-99.2
13
ques_ex992.htm
PRESS RELEASE
ex-99.2
Quest Solution, Inc. and Bar Code Specialties, Inc. Deal Closes
Accretive Merger to Add Revenue and Income to 4th Quarter Results
Quest Solution, Inc. November 25, 2014 9:46 AM
HENDERSON, Nev., Nov. 25, 2014 (GLOBE NEWSWIRE) -- via PRWEB - Quest Solution, Inc, ("The Company") (
QUES
), is pleased to announce it has completed the transaction previously announced with privately held Bar Code Specialties, Inc. (BCS). The accretive transaction was announced last week, but final paperwork and closing conditions were completed last Friday.
Concurrent with the transaction, the Company is updating the Investor Presentation from September 2014 which when completed will be available at
http://www.QuestSolution.com/investors
As the financials for BCS are finalized for the respective periods and the related pro forma financial statements are filed with the SEC, the presentation will be updated further.
As previously announced, the BCS shareholder will receive a subordinated promissory note, which may be converted into QUES common stock at $2 per share. David Marin, the sole shareholder and founder of BCS, will remain with the Company. No shares are being issued in conjunction with this transaction, but the Company will issue stock options to purchase up to 2,500,000 shares of the Company's common stock to Mr. Marin, which options will vest upon reaching certain milestones based on the duration of his continued service with the Company and revenue achievements.
The Company previously announced the addition of Scot Ross to its senior management team as the Company's Chief Financial Officer and Secretary, which was effective on November 20, 2014.
"I am pleased this transaction has now been completed. Ever since we started discussing the potential synergies, we have mapped out the strategies we believe will maximize shareholder value, earnings per share, and synergies for both of our companies", stated Scot Ross, Chief Financial Officer, Quest Solutions. "With the robust suite of products that BCS offers in addition to the normal AIDC services, we anticipate this will be a great value added addition for the Quest Solution, Inc. sales team".
Full details of the transaction are to be filed with the SEC in a Form 8-K within 4 business days.
For more information on BCS please visit
http://www.BCSSolutions.com
For more information
http://www.QuestSolution.com
About Quest Solution, Inc.:
Quest Solution, Inc. is a leading provider in the technology, software, and mobile data collection systems business. The Company intends to continue to acquire existing companies with revenues and positive cash flow.
Quest Solution, Inc. serves as a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references.
The BCS acquisition is in addition to the recently announced creation of a wholly-owned division focused on commercializing Intellectual Property, Patents and Distribution of industry-specific technologies in an array of new verticals. The new division will focus on the acquisition of existing intangibles, which we anticipate will provide immediate value to the company.
Information about Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements, which speak only as of the date hereof and are based upon our current expectations and the information available to us at this time. Words such as "believes", "anticipates", "expects", "intends", "plans", "seeks", "estimates", "may", "will", "can", and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the potential synergy and benefits resulting from the proposed acquisition, the future operating results of the combined entity, as well as the benefits of our new operating division. These statements are subject to certain risks, uncertainties, and assumptions that are difficult to predict, and actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to, difficulties and delays in integrating the two companies following the acquisition and retaining key employees; unanticipated costs, expenses and accounting charges related to the acquisition; the ability to introduce and gain broad market acceptance for our combined product and service offerings, and other new products and services; our ability to achieve and maintain profitability after the closing and to successfully pursue and consummate growth opportunities; market and customer reactions to the acquisition; the risk that anticipated benefits of the acquisition may not be realized; the adequacy of the Company's liquidity and financial strength to support its growth and competitive pricing pressure, as well as general economic and political conditions and specific conditions in the markets we address. Further information on Quest Solution, Inc., including additional risk factors that may affect our forward looking statements, is contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and our other SEC filings that are available through the SEC's website (
http://www.sec.gov
).
Quest Solution Investor Relations & Financial Media:
I.M.I.
888-216-3595
info@integrityir.com

text: Quest Solution, Inc.

text: Bar Code Specialties, Inc.

text: Quest Solution, Inc.

text: Quest Solution, Inc,

text: Bar Code Specialties, Inc.

text: Scot Ross

text: Scot Ross

text: Quest Solution, Inc.

text: Quest Solution, Inc.

text: Quest Solution, Inc.

text: Quest Solution, Inc.

text: Quest Solution, Inc.


text:
EX-99.2
5
tm2134423d1_ex99-2.htm
EXHIBIT 99.2
Acquisition of Jake Marshall, LLC December 2021 Diverse භ Evolving භ Essential 1 Exhibit 99.2
Forward Looking Statements We make forward - looking statements in this presentation within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements relate to expectations or forecasts for future events, including, without limitation, our earnings, Adjusted EBITDA, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, and in particular statements regarding the impact of the COVID - 19 pandemic on the construction industry, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, the ability of the Company to successfully remedy the issues that have led to write - downs in various business units and the impacts of the Jake Marshall acquisition on our business results. These statements may be preceded by, followed by or include the words "may", "might", "will", "will likely result", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" or similar expressions. These forward - looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Some of these risks and uncertainties may in the future be amplified by the COVID - 19 outbreak and there may be additional risks that we consider immaterial or which are unknown. Accordingly, forward - looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward - looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward - looking statements. Please refer to our most recent annual report on Form 10 - K, as well as our subsequent filings on Form 10 - Q and Form 8 - K, which are available on the SEC's website (www. sec. gov), for a full discussion of the risks and other factors that may impact any forward - looking statements in this presentation. 2
3 Agenda Outline 01 Transaction Highlights 02 About Jake Marshall 03 Strategic Fit 04 Deal Terms 05 Selected Financial Information 06 Closing comments 3
4 Transaction Highlights Leading Market Position Dominant contractor in the protected Chattanooga MSA; serving industrial and institutional markets in Tennessee, Georgia and Alabama Well - Developed ODR Model Extensive industrial and institutional ODR relationships, high velocity of maintenance, repair, T&M and small capital project opportunities Extensive Fabrication Capabilities Utilization of fabrication as a competitive advantage and to reduce risk; intermediate - term opportunities for third - party sales of mechanical systems and components History of Superior Field Execution Strong gross margins exceeding 19% historically, with minimal variability; largely fixed cost structure provides significant operating leverage Value Creation Opportunities Leverage of industrial, healthcare and higher education resumes; deployment of design and engineering capabilities, development of institutional mechanical service business 01 02 04 03 05 06 Operating Momentum Record backlog and increasing field activity levels; substantial coverage of 2022 revenue forecast with further optionality from quick - hitting capital projects and fabrication 4
5 About Jake Marshall. Chattanooga, TN - based Jake Marshall is a specialty mechanical contractor occupying a dominant position in its core geographic markets of Southeastern Tennessee, Northern Georgia and Northern Alabama). The Company benefits from a strong reputation for technical ability, exceptional customer service and a legacy of workforce development. Services offered includes the three core mechanical trades - piping, plumbing and sheetmetal - as well as fabrication, millwright and coating services. The business model is oriented toward owner - direct industrial maintenance, repair and small capital project opportunities, as well as mid - size and larger construction projects in selective institutional end - markets for long - time customers. Executive management team is long - tenured and well - regarded regionally, and will continue to lead the business unit into the future. Experience working with Limbach over the last several years 5
6 Capability Expansion x No existing Core Service capability x No captive design/build or engineering capabilities x Ability to leverage Limbach's Nashville healthcare presence x Significant pre - fabrication capabilities can be leveraged across Limbach's branch portfolio x Extensive industrial resume can be leveraged across Limbach's branch portfolio Geographic Proximity Supports ODR Strategy Attractive Business Model x Chattanooga location provides access to markets in Southeastern Tennessee, and Northern Georgia and Alabama x Leading position in a smaller regional market x Serving multiple, well - funded economic sectors x Tennessee maintains an attractive business environment due to low taxes, lighter regulation and affordable electric power x A substantial portion of Marshall's existing work is ODR, with additional opportunities for expansion with TVA and other industrial and institutional customers x Small average project size, and short average project duration x Larger projects typically include substantial pre - fabrication scope, which serves to further reduce risk x Strong local market presence and labor relationships x Strong relationships with key customers in light industrial and institutional end - markets (i.e., healthcare, higher education) x Scale will be impactful to consolidated results; another profit engine in the portfolio x Multiple elements of the ODR model, but valued like a contractor Excellent Strategic Fit 6
7 Transaction Terms and Structure Valuation. The net consideration paid at closing was $ 20 million in cash 1, which represents an enterprise value multiple of approximately 4. 5 x historical average EBITDA 2. Additional earn - out opportunities totaling an aggregate maximum of up to $ 6 million contingent on performance in calendar years 2022 and 2023 3 Structure and Financing. Acquisition of 100 % of the equity of Jake Marshall, LLC and affiliated business. Enterprise value of $ 20 million financed with available cash in the amount of $ 10 million and additional term loan borrowings of $ 10 million provided by the Company's lenders o No increase in Prime interest rate margin o Incremental term debt amortizable monthly in the amount of approximately $ 120, 000 per month T RANSACTION S TRUCTURE Cash at Closing 1 $20 million Includes $10 million of incremental term debt Contingent Consideration $6 million Subject to performance in 2022 and 2023 2 Total $26 million 1. Total consideration received by the Sellers was (i) $21.3 million, consisting of the $20 million enterprise value consideration paid by Limbach plus (ii) Jake Marshall's cash on hand, net of a working capital adjustment, which was retained by the Sellers. Subject to customary post - closing adjustments. 2. Based on audited financial statements for the years 2014 - 2020. 3. Each earn - out payment is contingent on Jake Marshall generating not less than $8 million in gross profit, and would be maximized at $10 million or more in gross profit. The earn - out payment would be earned ratably as the Company's gross profit increases from $8 million to $10 million. Each earn - out payment opportunity is independent of the other. 7
8 Jake Marshall - Financial Highlights Selected Business / Financial Highlights 1. Based on audited financial statements for the years 2014 - 2020.. Average 1 annual revenue of more than $45 million. History of strong and consistent field execution and gross margins. Average 1 annual EBITDA of more than $4.5 million. Business mix includes substantial ODR exposure Jake Marshall - Operations. Jake Marshall to operate as a distinct branch, similar to existing operations. Management and organization to remain intact. Potential revenue synergies in sales, design/engineering, service offering 8
9 Key Considerations / Closing Comments Excellent strategic fit across all vectors Go - to - market strategy and business model supports Limbach's focus on ODR Carefully structured to be immediately accretive and appropriately capitalized Focus will be on top - line synergies; expanding Jake Marshall wallet share Perpetuation of Jake Marshall organization, operations, and management team Questions? 9

text: Jake Marshall, LLC

text: Jake Marshall, LLC