Adsouth Partners (PK) (USOTC:ASPR)
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Adsouth Partners, Inc. (OTCBB:ASPR), announced today
financial results for the first quarter ended March 31, 2006.
On March 30, 2006, the Company decided to enter into negotiations
for the sale of its product sector. On April 25, 2006 the Company
entered into a letter of intent which contemplated the sale to MFC
Development Corp., subject to the negotiation and execution of an
agreement of sale, by the Company of the product sector for a total
consideration to be valued at $9.5 million. Commencing with the
quarter ended March 31, 2006, Adsouth's historical financial
statements are reclassified to reflect the products segment as a
discontinued operation. Adsouth's continuing operations are in two
business segments -- generator sales and advertising services.
The Company reported consolidated revenue from continuing
operations for the first quarter of 2006 of $4,316,000, compared to
$415,000 for the first quarter last year. Net loss from continuing
operations was $780,000 or $0.10 per basic and diluted loss per common
share for the first quarter of 2006, compared to a loss of $153,000 or
$0.02 per basic and diluted loss per common share for the first
quarter 2005.
For the first quarter of 2006, revenue from the discontinued
product sector was $669,000, compared to $1,306,000 for the first
quarter last year. The loss from the discontinued product sector for
the first quarter 2006 was $1,009,000, or $.12 per share (basic and
diluted) compared to income of $244,000, or $.03 per share (basic and
diluted) for the first quarter 2005. Overall, the Company incurred a
consolidated net loss of $1,789,000, or $.22 per basic and diluted
share, for the first quarter of 2006, compared to consolidated net
income of $91,000, or $.01 per basic and diluted share for the first
quarter of 2005.
On May 15, 2006 the Company's Board of Directors appointed
Charles Matza as the Company's new Chief Executive Officer and
Board Chairman. Charles Matza, commented, "Since joining Adsouth I
have been reviewing and assessing the Company's strategic direction,
operational and corporate infrastructure and financial structure,
with a goal of developing a long term strategic plan for the future.
The Company continues to work towards a definitive agreement on the
sale of our consumer brands."
Issuance of Notes Payable
On February 10, 2006, Genco Power Solutions, Inc. ("Genco")
entered into a loan agreement with a non-affiliated lender pursuant
to which the Company borrowed $500,000 on February 10, 2006, and
$500,000 on March 15, 2006. The loan bears interest at 18% per annum.
On April 1, 2006, Genco borrowed an additional $500,000 for which it
issued a demand promissory note which bears interest at 15%. On
May 9, 2006, Genco entered into a loan agreement with a
non-affiliated lender which provides for a $2,100,000 loan commitment.
Genco used $1,437,000 of the loan proceeds to pay-off principal and
interest owed on Genco's existing loans. The loan bears interest at
the prime rate plus 7.5%, an effective rate of 15.25% per annum on
the date of the loan. Commencing June 8, 2006, Genco is required to
make monthly payments of $58,333 plus accrued interest, until
June 8, 2007, when the entire unpaid balance is due. If the loan is
prepaid prior to December 8, 2006, Genco is required to pay a
prepayment penalty equal to 1% of the amount prepaid. The loan is
guaranteed by Adsouth Partners, Inc. and John P. Acunto, Jr., the
Company's principal stockholder, for which he received consideration
of $32,500 from Genco. In addition the lender holds a security
interest in all of Genco's assets and has a right of first refusal
to provide customer financing for the sale of Genco's generator
systems. In connection with the loan, the Company issued 100
additional shares, or 10%, of Genco common stock it owned to two
individuals who arranged the financing and who have agreed to provide
additional consulting services to Genco. Upon issuance of the shares
of the common stock of Genco, the Company holds 80% of the authorized
and issued shares of common stock of Genco and the two individuals
hold 20% of the authorized and issued shares of Genco's common stock.
Going Concern and Management's Plan
The Company's unaudited condensed consolidated financial
statements for the first quarter ended March 31, 2006 have been
prepared in conformity with accounting principles generally accepted
in the United States of America, which contemplate continuation of
the Company as a going concern. The Company incurred a loss of
$780,000 from continuing operations and generated cash flows from
continuing operations of $303,000 but used $892,000 in cash
operating its discontinued products sector for the first quarter
ended March 31, 2006. As of March 31, 2006, the Company had an
accumulated deficit of $8,269,000 and had working capital of
$135,000. During the quarter ended March 31, 2006, revenues from
two advertising customers, who are no longer customers, represented
72% and 28%, respectively, of total revenues. In addition, the
Company is a defendant in a recently-commenced litigation seeking
damages in excess of $2,000,000. Although the Company believes it
has meritorious defenses against such lawsuit, an unfavorable
outcome of such action would have a materially adverse impact on its
business and its ability to continue operating. As of May 22, 2006,
the Company has approximately $900,000 in cash and cash equivalents.
The Company expects to generate cash flow from the sale and
installation of generators from Genco's existing backlog of orders.
As of May 22, 2006, the Company has in house or on an existing
purchase order with its generator supplier, sufficient generators to
fulfill its existing back log of generator orders which are in excess
of $2 million. If the Company is unable to install the generators in a
timely manner it will need additional funding to continue its
operations. The aforementioned factors raise substantial doubt about
the Company's ability to continue as a going concern.
Legal Proceedings
On May 15, 2006, the Company was served in an action in the
Bankruptcy Court in the State of New Jersey by N.V.E., Inc. ("NVE").
Other defendants in the action are a principal stockholder and former
chief executive officer, a director and former chief executive
officer, the Company's chief financial officer and three other
employees of the Company. The complaint arises from a letter agreement
dated May 12, 2005, pursuant to which the Company performed services
for NVE relating to NVE's advertising campaign. The complaint alleges
that the Company breached the contract in fraudulently invoicing NVE
for advertising services. The complaint also alleges that the
Company's conduct constituted criminal activity and includes a claim
under federal and New Jersey Racketeer Influenced and Corrupt
Organizations Act (generally known as RICO), and seeks damages in
excess of $2,000,000 plus costs, with claims for treble damages and
punitive damages. The Company believes that the allegations of
criminal conduct and the RICO claims are without merit. The Company
believes that it has meritorious defenses to the other claims alleged
and intends to vigorously defend the action.
Genco Power Solutions, Inc.
Adsouth's generator sales segment includes the sale, installation
and servicing of standby and portable generators to both residential
and commercial customers, through its Genco Power Solutions, Inc.
subsidiary. The Company is currently selling, installing, and
servicing Guardian standby and portable generators. Since December
2005, the Company has been developing the infrastructure necessary to
operate the generator sales segment, including the acquisition of
computers, vehicles and equipment and warehouse space. During the
first quarter of 2006 the Company launched its generator sales
operations in South Florida including the initiation of a radio
advertising campaign, the hiring of a sales force and customer
services representatives and installation crews. The generator sales
sector reported revenue of $5,000 for the first quarter of 2006. As of
May 22, 2006, the Company has a back log of generator orders which are
in excess of $2 million. In May 2006 the Company executed leases for
office and warehouse space in Orlando and Pompano Beach, Florida for
Genco which is the first phase of its launch into the northern and
central areas of Florida.
First Quarter 2006 Financial Results Conference Call -
May 23, 2006 at 11:00 a.m. ET
Adsouth will hold a conference call for investors on May 23, 2006,
to discuss first quarter 2006 financial results. Investors who would
like to participate on the conference call should call 1-888-562-3356
if calling within the United States or 1-973-582-2700 if calling
internationally approximately 5 to 10 minutes prior to 11:00 a.m. ET
or access the call via Adsouth's website at
http://www.adsouthpartners.com.
There will be a playback available of the conference until
June 23, 2006. To listen to the playback, please call 1-877-519-4471
within the United States or 1-973-341-3080 internationally. The pass
code is 7399093 for the replay. The call is also being webcast by
ViaVid Broadcasting and can be accessed at Adsouth's website at
http://www.adsouthpartners.com. The webcast can also be accessed at
ViaVid's website at http://www.viavid.net. The webcast may be
accessed through June 23, 2006 on either site.
About Adsouth Partners, Inc.
Adsouth Partners is a vertically integrated direct response
marketing company that generates revenues from the placement of
advertising, the production of advertisements, creative advertising
and public relations consulting services. Since mid 2004, it has
expanded its activities as it obtained the rights to products that it
markets and sells to retail outlets. Since December 2005, through a
majority-owned subsidiary, Genco Power Solutions, Inc.,
http://www.gencopowersolutions.com, the Company has been marketing
integrated power generator systems to residential homeowners and
commercial businesses throughout Florida.
Certain statements in this news release may contain
forward-looking information within the meaning of Rule 175 under the
Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act
of 1934, and are subject to the Safe Harbor created by those rules.
All statements, other than statements of fact, included in this
release, including, without limitation, statements regarding potential
future plans and objectives of the company, are forward-looking
statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Events that may arise could prevent
the implementation of any strategically significant plan(s) outlined
above. The Company cautions that these forward-looking statements are
further qualified by other factors including, but not limited to,
those set forth in the Company's Form 10-K filing, its registration
statements and other filings with the United States Securities and
Exchange Commission (available at http://www.sec.gov). The Company
undertakes no obligation to publicly update or revise any statements
in this release, whether as a result of new information, future events
or otherwise.