Adfitech Inc (fka ADFT)

[Enterprising Investor]

Mortgage Connect, LP Completes its Acquisition of ADFITECH, Inc., and is Positioned to Deliver Comprehensive "Life-of-Loan" Services and Solutions (4/08/22)

EDMOND, Okla., April 8, 2022 /PRNewswire/ -- Mortgage Connect, LP ("Mortgage Connect"), a national mortgage service provider, announced today that it has successfully completed the previously announced acquisition of ADFITECH, Inc. (OTC: ADFT) ("ADFITECH") in an all-cash merger transaction valued at approximately $29 million. As a result of the transaction, holders of ADFITECH's common stock are entitled to receive $3.717451 per share in cash with the aggregate amount rounded to the nearest whole cent. ADFITECH is a leading provider of mortgage services in North America.

Tom Apel, Chief Executive Officer of ADFITECH, said "We are pleased to join forces with Mortgage Connect, an organization with a solid reputation for customer service within the mortgage services industry. We appreciate the support of our valued customers and the talented ADFITECH employees and management as we continue to work together to provide the highest quality outsourced mortgage quality control, due diligence and mortgage fulfillment services in the future."

The Coury Firm served as the exclusive financial advisor to Mortgage Connect and SmithAmundsen LLC served as legal advisor to Mortgage Connect. Cowen served as financial advisor to ADFITECH and McAfee & Taft served as legal advisor to ADFITECH.

About Mortgage Connect LP

Mortgage Connect is a Pittsburgh, PA headquartered national mortgage service provider, serving the Origination, Default, Valuation, Critical Communications, and Capital Markets sectors. With additional offices in New York, Texas, California, Colorado, Nevada and Alabama, the company offers customizable solutions to the nation's lenders and servicers, including 9 of the top 10 and 17 of the top 20. Through its serve-first culture, Mortgage Connect and its subsidiaries are committed to an unwavering level of communication, education and customer service on each transaction and strive to leave an overwhelmingly positive and lasting impression with the consumer, loan officer and the client. For more information, visit www.mortgageconnectlp.com.

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced mortgage quality control, due diligence and mortgage fulfillment services. From its 15-acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry. For more information visit www.adfitech.com.

https://www.prnewswire.com/news-releases/mortgage-connect-lp-completes-its-acquisition-of-adfitech-inc-and-is-positioned-to-deliver-comprehensive-life-of-loan-services-and-solutions-301521051.html

[Enterprising Investor]

ADFITECH, Inc., a Quality Control, Due Diligence, and Fulfillment Provider, to be Acquired by Mortgage Connect LP as they Move Closer to Delivering Comprehensive "Life-of-Loan" Services and Solutions (3/09/22)

EDMOND, Okla., March 9, 2022 /PRNewswire/ -- ADFITECH, Inc ("ADFITECH" or the "Company") (OTC: ADFT), a leading provider of mortgage services in North America, and Mortgage Connect, LP, through one of its controlled subsidiaries ("Mortgage Connect") announced today that it has entered into a definitive merger agreement (the "Merger Agreement") under which Mortgage Connect will acquire all of the outstanding shares of ADFITECH for an aggregate purchase price of approximately $29 million in cash. The aggregate purchase price represents a per share purchase price of approximately $3.6343, or a premium of approximately 81.72% over ADFITECH's closing price on March 9, 2022. As described in the Merger Agreement, the per share purchase price remains subject to adjustment at closing for ADFITECH's expenses, closing net working capital, and indebtedness. Upon closing of the merger, ADFITECH will become a subsidiary of Mortgage Connect and cease being traded on the OTC Market: Pink Market.

The Merger Agreement was approved by 63.16% of ADFITECH's stockholders by written consent on March 9, 2022. ADFITECH will promptly deliver notice of this stockholder action to its registered stockholders, along with an information statement providing detailed information regarding the merger. The merger is subject to customary closing conditions and, subject to receipt of approval of the delisting of ADFITECH's stock from the OTC Market, is expected to close approximately 21 days following the delivery of the notice and information statement to ADFITECH stockholders.

For 40 years, ADFITECH has established itself as a premium provider of quality control, due diligence, fulfillment, and document management services to the mortgage industry. Mortgage Connect is a prominent nationwide provider of mortgage origination, servicing and capital market solutions, serving 9 of the top 10 lenders and 17 of the top 20 servicers, in addition to institutional investors. The combination of the two companies will provide significant benefits to customers by offering truly seamless life-of-loan services, enhanced service levels, and cutting-edge technology allowing for digitalization of virtually every touch point.

Jon Sion, Chairman of the Board of ADFITECH, said, "Following a comprehensive review of strategic alternatives, our Board has unanimously determined that this agreement is in the best interest of the Company and our stockholders. We view this transaction as appropriately recognizing the value of ADFITECH's market leading services."

Tom Apel, Chief Executive Officer of ADFITECH, said "This combination creates a national leader of services for the Mortgage Industry with a strengthened foundation better able to serve our clients both in times of uncertainty in interest rates and origination volumes as well as growth. Further, our partnership with Mortgage Connect creates an opportunity to continue to accelerate our technology investments that will create a truly differentiated provider for the Mortgage Industry."

"After a significant amount of time spent looking for the perfect partner, the best choice was ADFITECH, a company with a history of strong leadership and one that shares the same standards of innovation and of creating the best possible customer experience," said Jeff Coury, CEO of Mortgage Connect. "The purchase was not only a natural cultural fit, but also delivers a breadth of products and services that is unmatched in the industry."

Cowen is serving as financial advisor and McAfee & Taft is serving as legal advisor to ADFITECH. Stephens Inc. is providing a fairness opinion to ADFITECH's board of directors. The Coury Firm is serving as the exclusive financial advisor and SmithAmundsen LLC is serving as legal advisor to Mortgage Connect.

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced mortgage quality control, due diligence and mortgage fulfillment services. From its 15-acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.

For more information on ADFITECH, visit ADFITECH's website at www.adfitech.com.

About Mortgage Connect LP

Mortgage Connect is a Pittsburgh, PA headquartered national mortgage service provider, serving the Origination, Default, Valuation, Critical Communications, and Capital Markets sectors. With additional offices in New York, Texas, California, Colorado, Nevada and Alabama, the company offers customizable solutions to the nation's lenders and servicers, including 9 of the top 10 and 17 of the top 20. Through its serve-first culture, Mortgage Connect and its subsidiaries are committed to an unwavering level of communication, education and customer service on each transaction and strive to leave an overwhelmingly positive and lasting impression with the consumer, loan officer and the client.

For more information, visit www.mortgageconnectlp.com.

https://www.prnewswire.com/news-releases/adfitech-inc-a-quality-control-due-diligence-and-fulfillment-provider-to-be-acquired-by-mortgage-connect-lp-as-they-move-closer-to-delivering-comprehensive-life-of-loan-services-and-solutions-301499498.html

[Renee]

ADFT: Shareholders of Adfitech Inc. (ADFT) will receive $3.717451 for each share of ADFT stock in connection with the merger with MCMG Holdings, LLC.

FINRA deleted symbol:

https://otce.finra.org/otce/dailyList?viewType=Deletions

[Enterprising Investor]

ADFITECH founder returns as new CEO (8/06/18)

EDMOND, Okla., Aug. 6, 2018 /PRNewswire/ -- ADFITECH, Inc. ("ADFITECH") (OTC: ADFT) ADFITECH, Inc. announced today that the Board of Directors has named Thomas "Tom" G. Apel as Chief Executive Officer, who will assume day to day leadership of the company immediately. Mr. Apel founded ADFITECH in 1983 and was actively involved in the company until 2010.

"We are very pleased that Tom has decided to return to ADFITECH. His unique understanding of our business, background and wide range of experience in the real estate lending industry bodes well for our future." said Jon Sion, Chairman of the Board of Directors.

"I would like to thank the Board for their support and the opportunity to guide ADFITECH as we embark on the next chapter of its evolution. I cannot imagine a more important or exciting time to return to the helm. Our future is bright and I look forward to the challenge." said Mr. Apel.

Mr. Apel currently serves as Chairman of the Board of Stewart Information Services Corp. and on various other private boards. Mr. Apel sold ADFITECH, Inc. to Centex Corp in 1996 and shortly after became President of Commerce Title, a Real Estate Title Company, that at the time was owned by Centex Corp. He's remained very active in the Mortgage Industry during his absence from ADFITECH.

Dru Jacobs, President of ADFITECH stated, "Tom's history with ADFITECH, his knowledge of the Mortgage Industry, and his IT background make him the perfect fit for the CEO position at ADFITECH. Tom hired me in 1992. It's an honor to be involved in bringing him back! We have many projects in the pipeline and we look forward to Tom's leadership to continue to keep ADFITECH the premier Quality Control, Due Diligence, and Loan Fulfillment business in the Mortgage Industry!"

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced mortgage quality control, due diligence, mortgage fulfillment services and mortgage loan file imaging, indexing, and data capture services. From its 20 acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.
For more information on ADFITECH, visit our website at www.adfitech.com.

https://www.prnewswire.com/news-releases/adfitech-founder-returns-as-new-ceo-300692472.html

[Enterprising Investor]

ADFITECH Announces New Chairman of the Board (5/18/18)


EDMOND, Okla., May 18, 2018 /PRNewswire/ -- ADFITECH, Inc. ("ADFITECH") (OTC: ADFT) announced the election of Jon Sion as its new Chairman of the Board effective May 17, 2018.

"We are pleased to have Jon step into the role of Chairman of the Board" said Dru Jacobs, President and CEO, ADFITECH. "Jon has been a shareholder of ADFITECH since ADFITECH emerged from the Thornburg estate in March 2010 and has continued to grow his stake in ADFITECH since that time. I have known Jon for approximately 8 years and have found his input and advice beneficial to the strategic goals of ADFITECH."

Mr. Sion remarked, "I have enjoyed getting to know Mr. Jacobs and the ADFITECH team over the last 8 years and am excited to be able to add Strategic Vision and leadership to the Board and make a few introductions that could benefit ADFITECH."

Mr. Sion is a former commodities trader who currently focuses on value investing. From 1983 to 2012 he was a full member of the Chicago Board of Trade, the Kansas City Board of Trade, The Minneapolis Grain Exchange, and the Chicago Board Options Exchange. While at the Chicago Board of Trade, he served on the new products committee that launched new trading products for the Chicago Board of Trade.

With the appointment of Mr. Sion, ADFITECH's board consists of 6 members, including: Jon Sion, Chairman, ADFITECH; Dru Jacobs, President and CEO, ADFITECH; Jay Lustig; Senior Vice President, ADFITECH, Kevin Gusinow, Riley Peveto, and Gary Blankenship.

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced mortgage quality control, due diligence and mortgage fulfillment services. From its 20 acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.

For more information on ADFITECH, visit our website at www.adfitech.com.

https://www.prnewswire.com/news-releases/adfitech-announces-new-chairman-of-the-board-300651232.html

[Enterprising Investor]

ADFITECH, Inc. Announces New Board of Directors Member (3/27/18)

EDMOND, Okla., March 27, 2018 /PRNewswire/ -- ADFITECH, Inc. ("ADFITECH") (OTC: ADFT) announced the appointment of Jon Sion to its Board of Directors effective today.

"We are pleased to have Jon join our board and look forward to his contributions," said Jay Lustig, Chairman and CEO, ADFITECH. "Jon has been a shareholder of ADFITECH since ADFITECH emerged from the Thornburg estate in March 2010 and has continued to grow his stake in ADFITECH since that time. I have known Jon for approximately 10 years and have found his input and advice beneficial to the strategic goals of ADFITECH."

The five member board recently voted to increase the Board of Directors to a six member board. They feel that having a significant shareholder with such strong industry knowledge will benefit ADFITECH and the remaining shareholders.

Mr. Sion remarked, "I have enjoyed getting to know Mr. Lustig and the ADFITECH team over the last 8 years and am excited to be able to add Strategic Vision and make a few introductions that could benefit ADFITECH."

Mr. Sion is a former commodities trader who currently focuses on value investing. From 1983 to 2012 he was a full member of the Chicago Board of Trade, the Kansas City Board of Trade, The Minneapolis Grain Exchange, and the Chicago Board Options Exchange. While at the Chicago Board of Trade, he served on the new products committee that launched new trading products for the Chicago Board of Trade.

With the appointment of Mr. Sion, ADFITECH's board consists of 6 members, including: Jay Lustig, CEO, ADFITECH; Dru Jacobs, President, ADFITECH; Kevin Gusinow, Riley Peveto, and Gary Blankenship.

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced quality control. From its 20 acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.

For more information on ADFITECH, visit our website at www.adfitech.com.

https://www.prnewswire.com/news-releases/adfitech-inc-announces-new-board-of-directors-member-300620252.html

[RowingDude]

Good morning Adfitech, Inc (ADFT)

[Enterprising Investor]

Adfitech now has about 250 employees.

On 10/18/13, the company announced a reduction in force of 320, or approximately 52 percent of its employees. This was the result of two customers that each accounted for more than 10 percent of revenue in both 2013 and 2012 undergoing a major, adverse change in their businesses.

Revenue declined to $3.5 million in Q1 from $11 million in the same period in 2013.

[mplscubfan]

That news caught my eye. Anyone know the size of this company? Revenues/earnings/employees? Tia

[Enterprising Investor]

ADFITECH Announces Stock Buyback Plan (5/16/14)

EDMOND, Okla., May 16, 2014 /PRNewswire/ -- The Board of Directors of ADFITECH, Inc. has authorized the buyback up to 3 million shares of the Company's outstanding shares subject to market conditions. This amount represents 44.79% of the total amount of ADFITECH's currently outstanding shares. Any purchases of shares under this buyback will be dependent upon business and market conditions, in addition to other factors. The stock purchases may be made from time to time through open market purchases and/or privately negotiated transactions.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced quality control. From its 20-acre corporate campus in Edmond, Oklahoma, ADFITECH's dedicated employees review and validate countless pieces of critical information vital to the well-being of an ever increasingly regulated mortgage industry. For more information on ADFITECH, visit our website at www.adfitech.com

http://www.prnewswire.com/news-releases/adfitech-announces-stock-buyback-plan-259589031.html

I do not own any shares in ADFT.

[Enterprising Investor]

Dru Jacobs Elected President Of Adfitech Inc. (4/23/14)

EDMOND, Okla., April 23, 2014 /PRNewswire/ -- The Board of Directors of Adfitech, Inc. ("Adfitech") is pleased to announce the selection of Dru Jacobs as its new President. Mr. Jacobs, 45, began his career with Adfitech in its mailroom 22 years ago and had steadily worked his way up to Executive Vice President, a post he has held for the past 11 years. Additionally, the Board of Directors has voted to change his previous status as an Advisory Member to the Board to a full voting member.

Mr. Jacobs remarked, "I am truly humbled by the support the Board has given me. Together with my experienced management team, that averages over 16 years of tenure with Adfitech, and our dedicated workforce, we look forward to continuing Adfitech's tradition of excellence."

Mr. Jacobs replaces longtime colleague and good friend Sam Meek as President and as a board member. Mr. Meek, 60, has also been with the company for 22 years and has served as its President for the last nine years. When asked about his decision to retire, Mr. Meek replied, "The difficult decision to leave and return to my home state of Texas was made a lot easier knowing that I am leaving Adfitech in the capable hands of Dru and the team of great employees. I wish them all the best."

Speaking on behalf of the company, Chairman of the Board and CEO, Jay H. Lustig, 59, stated, "Words cannot adequately express the appreciation the entire organization has for Sam's efforts as our President." Adding, "Adfitech is truly fortunate to have someone of Dru's industry expertise and skill set ready to seamlessly step in and guide the company through what has become a rapidly changing regulatory environment."

Founded in 1982, Adfitech has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced quality control. From its 20 acre corporate campus in Edmond, Oklahoma, Adfitech's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.

For more information on Adfitech, visit our website at www.adfitech.com.

http://www.prnewswire.com/news-releases/dru-jacobs-elected-president-of-adfitech-inc-256421101.html

[Olmsted]

I know some here own Adfitech's notes. Have you been able to trade them at all? I see trades going through on FINRA - but I cannot find any to trade, nor can I put in a "bid wanted" or "offer wanted." The Zion's rep isn't much help.

Insights?

[Olmsted]

Earnings look good. 31% YoY revenue growth. P/CF (ex growth capex) is about 5. I saw the note about expenses being slighlty higher because they keep bringing on new hires. And of course, the ~$1m in investment in VLN is hiding true earnings power. I can't wait for VLN to start up in earnest.

[Olmsted]

Oops! Buffoonery on my end - somehow didn't see that. Thanks

[56Chevy]

CARR Securities Corporation

Did you click the link on my post? It tells you who CARR is ;)

[Olmsted]

Sorry not familiar with the acronym?

[56Chevy]

Could just be CARR...they've done it before. ??

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=61495195

[Olmsted]

Adfitech finally moving. Only 100 shares traded at 4.70 but the bid is up at 4.

Any news?

[Olmsted]

Change of control language in the indenture is below. I haven't seen anything that should trigger this...

Section 4.04. Change of Control.

(a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms of Section 4.04(b). In the event that at the time of such Change of Control, the terms of any Credit Facility prohibit the Company from making a Change of Control Offer or from purchasing the Notes pursuant to this Section 4.04, the Company shall, prior to the mailing of the notice to Holders provided for in Section 4.04(b) below but, in any event within 30 days following any Change of Control: (1) repay in full all Indebtedness outstanding under the relevant Credit Facility; or (2) obtain the requisite consent under the relevant Credit Facility to permit the purchase of the Notes as provided for in Section 4.04(b).

(b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

(1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date);

(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);

(3) the purchase date (which shall not be earlier than 30 days nor later than 60 days from the date such notice is mailed);

(4) the instructions, reasonably determined by the Company, consistent with this Section 4.04, that a Holder must follow in order to have its Notes purchased; and

(5) if applicable, that the Company has the option to redeem any Notes not purchased in the Change of Control Offer, and setting forth the applicable redemption price or the formula used to determine the applicable redemption price.

(c) Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased.

(d) On the purchase date, all Notes purchased by the Company under this Section 4.04 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.

(e) Notwithstanding the foregoing provisions of this Section 4.04, the Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.04. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.04, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.04 by virtue of its compliance with such securities laws or regulations.

(g) If, as of the date of any supplemental indenture, pursuant to which the parties seek to waive or modify the provisions of Section 4.04 or any relevant definition, no Change of Control has occurred and the Company is not aware of any pending, proposed or threatened Change of Control, the provisions of this Indenture and the Notes relative to the Company’s obligation to make an offer to purchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

[Olmsted]

Do any noteholders have any insight into why the notes are restricted from trading? I just did a query on Zions' bond store, and the bonds have the message "Conditional Puts - Change of control - RESTRICTED FROM TRADING."

So it must be something in the bond indenture that can allow holders to require the company to redeem the notes, and they're restricted from trading based on that. So what is the change of control issue it is referencing? (I'm reading through the indenture now.)

FINRA is still showing trades going through, however. Puzzling.

By the way, if FINRA is accurate, and the last price was $59 - I think the notes are cheap.

[Olmsted]

Seems to be a motivated seller at 2.50. I hope it is one of the old TMST bondholders just looking for liquidity, as opposed to someone who sees fundamental issues.

But to that distinction, did anyone see anything in the recent financials that concerned them? I thought they looked solid. It looks like they are experiencing good growth in pre-closing business to replace the surge in post-closing (forensic) that we knew would not last. Management continues to tease us with hints on new projects, and I'm really curious what plays out with the line about obtaining state mortgage licenses:

We also had a significant increase in building maintenance and supplies, primarily due to projects completed during the second quarter of 2012, and in licensing fees, related to various state mortgage lending licenses obtained by our subsidiary, VLN, Inc.”

Origination? Servicing? Both?

[Olmsted]

Wow, only $932,000 worth of notes were tendered. The company offered to purchase up to $5,000,000 face value:

During the second quarter of 2012, the Company made a Tender Offer to purchase up to $5 million aggregate principal amount of our 8% senior notes payable. The price range of the Tender Offer was $650 to $750 per $1,000 principal amount of the Notes. The Tender Offer had an original expiration date of June 15, 2012, which was subsequently extended to July 13, 2012. As a result of the Tender Offer, we repurchased notes payable with a face value of $932,000 for $641,000, resulting in a gain on senior note repurchases of $291,000, before direct costs associated with the offer. In conjunction with the Tender Offer, we solicited consents from the note holders to certain amendments to the indenture that governs the notes. Because we did not obtain consents from the holders of at least a majority of the outstanding principal amount of the notes, no amendments to the indenture will be made.

Bond holders: what were the proposed amendments for which they were soliciting consent? I don't see them in the PR around the tender or in the quarterly report.

[Enterprising Investor]

Tender Offer Completed (7/19/12)

I personally received $750 per $1000 principal amount.

[Enterprising Investor]

ADFT Announces Extension of Tender Offer (7/11/12)

EDMOND, Okla., July 11, 2012 /PRNewswire/ -- Adfitech, Inc. ("Adfitech") announced today that it has extended the expiration date of its previously announced tender offer to purchase for cash up to $5,000,000 aggregate principal amount (the "Maximum Purchase Amount") of its outstanding 8.0% Senior Secured Notes due 2020 (CUSIP No. 00687BAA3) (the "Notes") and a related consent solicitation to certain proposed amendments to the Indenture governing the Notes. The tender offer, which was to expire at 5:00 p.m., New York City time, on July 10, 2012, will now be extended to 5:00 p.m., New York City time, on July 13, 2012, unless the tender offer is terminated or further extended (the "Expiration Date").

As of 5:00 p.m., New York City time, on July 10, 2012, tenders have been received with respect to $931,639 principal amount of the Notes and consents have been received with respect to $5,905,426 principal amount of the Notes, which represents approximately 38.6% of the Notes outstanding.

Except for the extension of the Expiration Date as described above, all other terms and conditions of the tender offer and consent solicitation remain unchanged. Holders that have previously tendered or provided consent with respect to their Notes do not need to re-tender their Notes or redeliver their consents or take any other action in response to this extension.

Adfitech, Inc is located in Edmond, Oklahoma on its 20 acre campus. The company and its over 600 employees are entering their fourth decade of providing Quality Control, Due Diligence, and Forensic Loan Reviews with the highest degree of professionalism in the industry. Learn more about Adfitech by visiting www.adfitech.com.

SOURCE Adfitech, Inc.

http://www.prnewswire.com/news-releases/adfitech-announces-extension-of-tender-offer-162096705.html

[Enterprising Investor]

Tender Offer Extended to 5:00 on 7/10/12 (6/12/12)

[Enterprising Investor]

Tender Offer (5/24/12)

Terms: 05/24/12 13:57:04 ADFITECH, INC. IS OFFERING TO PURCHASE FOR CASH UP TO $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.0% SENIOR SECURED NOTES DUE 2020 ON THE TERMS BY WAY OF A DUTCH AUCTION. HOLDERS MAY SELECT THE PRICE WITHIN THE PRICE RANGE OF $650.00 TO $750.00 FOR EACH $1000. PRINCIPAL AMOUNT OF THE NOTES IN INCREMENTS OF $10.00. THIS OFFER IS SUBJECT TO PRORATION. CONCURRENTLY, THE COMPANY IS SOLICITING CONSENTS TO CERTAIN PROPOSED AMENDMENTSTO THE INDENTURE THAT GOVERNS THE NOTES. AS CONSIDERATION TO THE HOLDERS FOR PROVIDING THEIR CONSENT TO THE COVENANT AMENDMENTS, THE COMPANY WILL, SUBJECT TO OBTAINING THE REQUISITE CONSENTS, ALSO AMEND THE INDENTURE TO REDUCE TSTATED MATURITY OF THE NOTES BY TWO YEARS FROM MARCH 15, 2020 TO MARCH 15, 2018, WHICH WILL RESULT IN AN INCREASE OF THE YIELD TO MATURITY ON THE NOTES FROM 18.48% TO 20.81%. A HOLDER'S CONSENT TO THE COVENANT AMENDMENTS SHALL BE DEEMED TO BE A CONSENT TO THE STATED MATURITY AMENDMENT. ANY HOLDER WHO TENDERSNOTES MUST ALSO CONSENT TO THE PROPOSED AMENDMENTS. HOLDERS WHO VALIDLY TENDER THEIR NOTES WILL BE DEEMED TO HAVE DELIVERED THEIR CONSENTS BY VIRTUE OF SUCH TENDER, EVEN IF NONE OF SUCH HOLDER'S TENDERED NOTES ARE ACCEPTED FOR PURCHASE IN THE TENDER OFFER. NOTES MAY ONLY BE TENDERED AND CONSENTED IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLES THEREOF. NOTES MAY ONLY BE TENDERED AND CONSENTS MAY ONLY BE DELIVERED IN RESPECT OF NOTES, IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLES THEREOF. INFORMATION AGENT: GEORGESON COMPANY TELEPHONE: 866-

Terms: 05/24/12 13:57:26 ADFITECH, INC. IS SOLICITING CONSENTS TO CERTAIN PROPOSED AMENDMENTS TO THE INDENTURE THAT GOVERNS ITS 8.0% SENIOR SECURED NOTES DUE 2020. AS CONSIDERATIONTO THE HOLDERS FOR PROVIDING THEIR CONSENT TO THE COVENANT AMENDMENTS, THE COMPANY WILL, SUBJECT TO OBTAINING THE REQUISITE CONSENTS, ALSO AMEND THE INDENTURE TO REDUCE THE STATED MATURITY OF THE NOTES BY TWO YEARS FROM MARCH 15, 2020 TO MARCH 15, 2018, WHICH WILL RESULT IN AN INCREASE OF THE YIELD TO MATURITY ON THE NOTES FROM 18.48% TO 20.81%. A HOLDER'S CONSENT TO THE COVENANTAMENDMENTS SHALL BE DEEMED TO BE A CONSENT TO THE STATED MATURITY AMENDMENT. NOTES MAY ONLY BE CONSENTED IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLESTHEREOF. INFORMATION AGENT: GEORGESON COMPANY TELEPHONE: [phone]

[Enterprising Investor]

Adfitech Video - Part Two (10/25/10):

[Enterprising Investor]

Adfitech Video - Part One (10/25/10):

[56Chevy]

We hope to conclude the Tender Offer during the second quarter of 2012.

This will come up quickly since we're allready mid-point 2nd Qtr.

Offer is between .65 ~ .75 cents on the dollar...splitting the difference would be .70.

.70 or higher....I would. :~O

[Enterprising Investor]

Results of Operations

As a result of the changes in the mortgage industry, there was a significant increase in the demand for our services in 2008 and 2009, as mortgage investors wanted independent reviews of their new and existing loans; consequently, our revenues grew to record levels in 2009. This higher level of revenues continued in 2010, but as expected, did not continue in 2011, as we returned back to normal levels after the unprecedented volumes of the previous two years. However, we expect revenues in 2012 to increase significantly compared to 2011, primarily due to increased sales efforts and the resolution of some of the mortgage industry’s legal and procedural delays that occurred in 2011. Revenues increased $3,075,000, or 44.2%, to $10,035,000 in the first quarter of 2012, compared to $6,960,000 in the first quarter of 2011, as we experienced a significant increase in all categories of revenue. We expect revenues in the second quarter of 2012 to increase slightly compared to the first quarter of 2012, but to increase significantly compared to the second quarter of 2011, as previously noted.

[Enterprising Investor]

Subsequent Event

After the end of the first quarter 2012, Adfitech was informed that a post-closing client which accounted for 6.5% of total revenues in the first quarter of 2012, and was a significant customer in 2011, will be exiting the mortgage business and discontinuing the use of Adfitech’s services. The expected wind-down plan will last for three to six months with revenues from this client remaining fairly constant for April and May 2012 and subsequently declining. The loss of this client will not result in a decrease in headcount, as we have other internal opportunities for employees. We expect the loss of revenues from this customer in 2012 to be replaced by increased revenues from other customers as discussed in “Results of Operations”.

[Enterprising Investor]

Upcoming Tender Offer

The Company is in the process of finalizing the documents for a tender Offer to purchase up to $5 million aggregate principal amount (subject to increase at our discretion) of our 8% senior notes payable. The price range of the Tender Offer is $650 to $750 per $1,000 principal amount of the Notes. In conjunction with the Tender Offer, we are soliciting consents from the note holders to certain amendments to the indenture that governs the notes, including the elimination of most of the covenants and certain events of default. As consideration to the note holders for their consent to the indenture amendments, subject to obtaining the consent from holders of at least a majority of the outstanding principal amount of the notes, we will also amend the indenture to reduce the stated maturity date of the notes by two years, from March 15, 2020 to March 15, 2018. We hope to conclude the Tender Offer during the second quarter of 2012.

[Enterprising Investor]

Statement of Operations (5/11/12)

Three Months (3/31/12)

Dollars in thousands except share data

Revenue: $10,035
Income from ops: $1,388
Net income: $672

EPS (basic): $.10
EPS (diluted): $.10

Shares (basic): 6,466,010
Shares (diluted): 6,623,775

[Enterprising Investor]

Statement of Operations (11/15/11)

Three Months (9/30/11)

Dollars in thousands except share data

Revenue: $6,523,
Income from ops: ($341)
Net loss: ($407)

EPS (basic): ($.06)
EPS (diluted): ($.06)

Shares (basic): 6,466,010
Shares (diluted): 6,466,010

Six Months (9/30/11)

Dollars in thousands except share data

Revenue: $19,720
Income from ops: $206
Net income: ($406)

EPS (basic): ($.06)
EPS (diluted): ($.06)

Shares (basic): 6,424.279
Shares (diluted): 6,424.279

[Enterprising Investor]

Statement of Operations (8/15/11)

Three Months (6/30/11)

Dollars in thousands except share data

Revenue: $6,237
Income from ops: ($9)
Net loss: ($203)

EPS (basic): ($.03)
EPS (diluted): ($.03)

Shares (basic): 6,455,790
Shares (diluted): 6,455,790

Six Months (6/30/11)

Dollars in thousands except share data

Revenue: $13,197
Income from ops: $547
Net income: $1

EPS (basic): $-
EPS (diluted): $-

Shares (basic): 6,403,068
Shares (diluted): 6,538,512

[Enterprising Investor]

Results of Operations

As a result of the changes in the mortgage industry, there was a significant increase in the demand for our services in 2008 and 2009 as mortgage investors wanted independent reviews of their new and existing loans; consequently, our revenues grew to record levels in 2009. This higher level of revenues continued in 2010 but is not expected to continue in 2011. We expect our revenues for 2011 to decline noticeably compared to 2010's levels as we anticipate a return back to normal levels after the unprecedented volumes of the past two years. However, we are encouraged by continued emphasis by lenders on performing quality control both pre-funding and post-funding. Revenues for the first quarter of 2011 totaled $7.0 million and reflected a significant decline compared to 2010's run rate, as expected. We experienced a significant decrease in quality control revenue; however, this was partially offset by significant increases in imaging fees and post-closing services. W e expect revenues in the second quarter of 2011 to reflect a small decline compared to the first quarter of 2011 but to decline significantly compared to the second quarter of 2010, as noted above.

Compensation and benefits expenses totaled $5.2 million for the first quarter of 2011 and included $4,161,000 of salaries, wages and payroll taxes, $838,000 of health insurance expense, $69,000 of stock compensation expense, from restricted stock awarded during the second quarter of 2010, $79,000 of executive bonuses and $93,000 of other benefits and expenses. We reduced our overall salaries and wages during the first quarter of 2011, including a significant decrease in overtime pay, due to the decline in revenue volume. We expect total compensation and benefits expenses to remain relatively constant for the second quarter of 2011 compared to the first quarter. However, we anticipate the total compensation and benefits expenses to be significantly lower in the second quarter of 2011 compared to the same period of 2010, due to $858,000 of executive bonuses awarded during the second quarter of 2010 resulting from the Company’s emergence from bankruptcy in 2010.

Depreciation and amortization expense totaled $461,000 for the three months ended March 31, 2011, including $348,000 of amortization of identifiable intangible assets recorded in accordance with fresh-start accounting as a result of the Company’s emergence from bankruptcy.

Other operating expenses totaled $703,000 for the three months ended March 31, 2011 and reflected a significant decline in the run rate compared to 2010. Included in other operating expenses were direct loan review costs ($89,000), telephone and utilities ($76,000), building maintenance and supplies ($66,000), expensed equipment ($56,000), shipping and postage ($65,000), general office supplies and expense ($63,000), insurance ($43,000), marketing and advertising ($35,000), legal and professional fees ($52,000), and travel and conference expenses ($35,000). We anticipate various revenue related expenses, such as direct loan review costs, shipping and postage, general office supplies and expense, etc., to be moderately lower in the second quarter of 2011 compared to the same period in 2010 consistent with the projected revenue trend; however, other expenses including depreciation, insurance, legal and professional fees, marketing and adverting, etc. are expected to remain relatively flat. Consequently, we expect a small decline overall in other operating expenses in the second quarter of 2011 compared to 2010. However, we expect the operating expense to remain relatively flat in the second quarter of 2011 compared to the first quarter of 2011, consistent with the revenue trend.

We incurred $315,000 of interest expense in the first quarter of 2011 on the 8% senior notes payable. As a result of the senior note repurchases completed in 2010, interest expense is expected to decrease to $1.3 million for the twelve months ended December 31, 2011 compared to annualized interest of $1.6 million for 2010.

Oklahoma quality jobs credits of $88,000 were recorded in the first quarter of 2011. As of April 1, 2011, the Company will no longer be eligible for these credits.

Income tax expense totaled $124,000 for the three months ended March 31, 2011 and included $107,000 of federal income tax expense and $17,000 of state income tax expense.

[Enterprising Investor]

Balance Sheet (3/31/11)

Cash: $4,807
Accounts Receivable: $3,862
Total Assets: 33,277

Current liabilities: $1,820
Long-term debt: $15,728
Stockholder's equity: $11,830

Equity per share: $1.86

[Enterprising Investor]

Statement of Operations (6/12/11)

Three Months (3/31/11)

Dollars in thousands except share data

Revenue: $6,960
Income from ops: $556
Net income: $205

EPS (basic): $.03
EPS (diluted): $.03

Shares (basic): 6,349,760
Shares (diluted): 6,495,648

[Enterprising Investor]

ADFT volume 101,500 shares on 28 trades (5/31/11)

$3.01 +0.06 (2.03%)

The last time 100,000+ shares traded in a day was back on 8/06/10 (135,200).

All but 3,000 shares moved at $2.90. Looks like a negotiated trade between two shareholders.

[Enterprising Investor]

Statement of Operations

4Q 2010

Dollars in thousands except share data

Revenue: $8,163 [$27,481-$19,318]
Income from ops: ($389) [$3,944-$4,333]
Net income: ($9) [$2,241-$2,250]

[Enterprising Investor]

Balance Sheet (12/31/10)

Cash: $4,724
Accounts Receivable: $3,633
Total Assets: 33,221

Current liabilities: $1,938
Long-term debt: $15,728
Stockholder's equity: $11,556

Equity per share: $1.82

[Enterprising Investor]

Statement of Operations (5/16/11)

Successor 2010 (3/15/10-12/31/10)

Dollars in thousands except share data

Revenue: $27,481
Income from ops: $3,944
Net income: $2,241

EPS (basic): $.37
EPS (diluted): $.37

Shares (basic): 6,040,366
Shares (diluted): 6,095,180

[Enterprising Investor]

2010 Audited Financials Available April 2011 (4/04/11)

[Enterprising Investor]

First open market purchase today at $3.05.

Filled only 200 shares.

All other shares held came from plan distribution.

[marayatano]

Thanks for the PM and tip. Will keep my eye on it! eom

[Enterprising Investor]

CARR: Active bidder at $2.55 for months.

It purchased 56,800 of the 73,240 shares traded in February.

http://otcbb.com/asp/tradeact_mv.asp?Issue=adft&searchby=issue&sortby=volume&Month=2-1-2011&downloadname=mv201102.exe

Today, it raised its bid to $3.00. No takers.

I wonder why the interest?

Carr Securities Corporation

For almost 50 years Carr Securities has been a market maker, risking its capital to buy and sell shares of public companies. Presently, Carr makes markets in over 1200 companies. Its philosophy is to pay attention to the balance sheet and to look for 'value'.

Carr's customers are primarily institutional value investors. Many of Carr's customers have used Carr as an outsourced trading desk because the firm has shown the ability to trade in the OTC markets as well as the NYSE and AMEX. Customers want two things: good execution (getting the best prices often under difficult conditions) and confidentiality. While good executions are always an issue, it is equally important to assure money managers that their executions are kept anonymous. This is often called protection from 'leakage'.

It is hard work finding value in small cap and micro cap issues. Many of the stocks are disliked, ignored or poorly understood - so it requires extensive research to uncover real value. Often these small companies lack professional investor relations that are capable of telling of the companies' progress. Therefore, when a value situation is discovered it is the result of hard work. There are also times when Carr's own traders are able, through its market activities, to uncover value investment ideas. Either way, Carr Securities works to protect its customers' proprietary information.

Carr Securities also provides trade execution for senior management of public companies. These trades can be either for corporate buy backs or for personal portfolio diversification. As a market maker with an expert team of traders Carr can facilitate low cost execution while avoiding market disruptions.

Carr prides itself not only on what it does but also on what it does not do. Carr does not accept retail accounts; Carr does not manage money or "pay for order flow". Carr does not 'shop orders' or trade against its clients. Clients realize this as a benefit.

http://www.haynescapital.com/brokerages/detail.cfm?id=3737&pageno=1&pagenoo=1&pagenooo=1

[Enterprising Investor]

2010 Financials due 3/31/11.

[Enterprising Investor]

Senior Note purchases total $7.3 million.

Gain on note repurchases greater than interest expense, $990,000 versus $892,000.

[heathrodeo]

Thanks! Quick question- was there anyone you would recommend talking to at the company. I have a few more questions and don't want to keep bothering you.

thanks again

[Enterprising Investor]

Balance Sheet (9/30/10)

Cash: $3,105
Accounts Receivable: $4,478
Total Assets: 33,260

Current liabilities: $1,701
Long-term debt: $15,728
Stockholder's equity: $15,552

Equity per share: $2.45