Halitron Inc. (HAON)

Halitron, Inc. (HAON) is an equity holding company focused on the acquisition and efficient operation of sales, marketing and manufacturing businesses. The company primarily targets two types of acquisitions: bankrupt, distressed or insolvent businesses that can be inexpensively acquired and absorbed into Halitron's existing infrastructure and profitable firms possessing a strategic operational fit that can benefit from Halitron's collective group of businesses. Following acquisition, businesses under Halitron's umbrella gain access to the company's established infrastructure, enabling the efficient and profitable manufacture and distribution of products.

Halitron's ongoing operations are structured into two strategic business units: a sales & marketing division and a manufacturing division. Through its sales & marketing division, the company owns operations in traditional marketing services and branded sales opportunities. Halitron's holdings through this division include NDG Holdings, Inc., a digital marketing services firm acquired in January 2015, and www.PiecesInPlaces.com, an online sales and marketing firm focused on office organization products acquired in February 2016, among others. Through its manufacturing division, Halitron operates PRD Holdings, Inc., a Mexican manufacturing asset.

The company's management team is led by chief executive officer Bernard Findley. Over the past 20 years, Findley has amassed valuable experience promoting market growth in a variety of industries. During this time, he helped small- and mid-size businesses build up sales and seek out merger and acquisition opportunities. Over the past five years, Findley has rolled up and exited 16 bankrupt, insolvent or distressed brands, all of which continue to operate under new owners.

In February, Halitron set the stage for future growth when it entered into multiple letters of intent to make key profit-generating acquisitions during the first quarter of 2016. These acquisitions, which include ArchivalPhotoPages.com and ArchivalMuseumSupplies.com, are expected to generate more than $1 million in annualized sales and establish the base of operations to lever future add-on acquisitions. "Over the past year we have positioned Halitron, Inc. to be a fast paced equity holding company, able to create significant shareholder wealth," Findley concluded in a news release.

Corporate Info June 2016

Investment Highlights

• Leadership's 20-year track record of growth and distressed acquisitions
  Roll-up strategy of digital marketing properties into a single infrastructure
  Post-acquisition growth opportunities in new products and digital marketing
  Customer lists and cross-sell opportunities
  Scalable business model and lean cost structure
  Robust pipeline of acquisition opportunities

Portfolio Holdings

Halitron's portfolio holdings are structured into two strategic business units, including a Sales & Marketing Division and a Manufacturing Division.

Sales & Marketing Division - Companies that have operations in traditional marketing services and branded sales opportunities

NDG Holdings, Inc. – Acquired January 2015 A Business Processing Organization (BPO), NDG Holdings focuses primarily on digital marketing, including web development, email campaigns, PPC and SEO. When it was acquired in 2015, NDG Holdings had sales of less than $200,000, but its existing infrastructure was highly scalable, making it of great benefit to future add-on acquisitions.

www.PiecesInPlaces.com – Acquired February 2016
PiecesInPlaces is a leading direct marketing brand that primarily sells vinyl file folders, pages and pouches to the medical, dental and manufacturing industries. Included in this acquisition, Halitron gained access to an existing client list totaling more than 40,650 customers, the www.piecesinplaces.com website and a library of digital artwork files that can be used for print and email blast campaigns. Halitron's management team has previously estimated that the company's roll-up business model will increase PiecesInPlaces' gross profit margin by approximately 35 percent moving forward, as the company benefits from manufacturing its products through Halitron's existing manufacturing infrastructure.

www.ArchivalMuseumSupplies.com – Acquired March 2016
ArchivalMuseumSupplies is a brand that sells archival-grade storage products, such as metal edge storage boxes, envelopes, sleeves and bags, made with high quality materials that help preserve valuable contents for extended periods of time. The company's target customer base includes museums, libraries, archivists and professional photographers. Through this acquisition, Halitron gained access to a client list totaling more than 128,500 customers, as well as the www.archivalmuseumsupplies.com website and a library of digital artwork files for print and email blast campaigns.

In a news release announcing the acquisition of ArchivalMuseumSupplies, Findley stated, "ArchivalMuseumSupplies competes in a niche market that has lower risks associated with economic downturns as the product is a staple within the niche archiving community. The brand also opens up the opportunity to evaluate digital archiving based on leveraging the current customer base with new products and services."

www.ArchivalPhotoPages.com – Acquired March 2016
ArchivalPhotoPages is a leading direct marketing brand selling archival-grade scrapbooking supplies, such as photo albums, photo pages, genealogy, stamp and coin storage products. The company's target customer base includes scrapbookers, ancestry and genealogy clubs, and prosumer photographers. Through this acquisition, Halitron gained access to a client list totaling more than 148,600 customers, the www.archivalphotopages.com website and a library of digital artwork files for print and email blast campaigns.

In a news release announcing the acquisition of ArchivalPhotoPages, Findley stated, "ArchivalPhotoPages competes in a very large market with loyal customers and provides the path for us to capitalize on the fast-growing digital scrapbooking space. We are actively evaluating digital scrapbooking and how we can leverage our current customer base with new products; especially digital life-story products like Facebook, Instagram, Ancestry.com, and Myheritage.com."

Manufacturing Division - Companies that have operations in the manufacturing industry

PRD Holdings, Inc. – Acquired February 2016
The sole company in Halitron's manufacturing division, PRD Holdings owns a number of factory investments in Mexico. PRD's factories produce a wide array of products utilizing materials in the print industry, in addition to plastic-based product lines. Through the acquisition of PRD, Halitron established a fully-integrated business model, enabling it to operate at very attractive margins. In total, PRD's 12,000-square-foot main factory, located just across the border from San Diego, has the capacity to produce more than $20 million in annual sales. In a news release announcing the acquisition of PRD Holdings, Bernard Findley, chief executive officer of Halitron, stated, "We are now vertically integrated and can operate at very attractive margins due to a number of key factors including low labor rates, NAFTA, and distribution costs."

Other Holdings

Teknik Digital Arts, Inc. – Founded January 2003
A developer of interactive video gaming software systems, Teknik Digital Arts is focused on the creation of a truly interactive, next-generation gaming system that allows players to become a part of the game. The company's XR Station, which was originally released in 2006, won 'Innovation of the Year' at the Consumer Electronic Show for its physically-engaging approach to traditional gaming.

Market Opportunity

Adhering to a vertically integrated business model presents a number of benefits that could play a key role in Halitron's efforts to achieve financial growth moving forward. One such benefit relates to control and cost. By manufacturing products sold by companies and brands in its sales division through PRD Holdings, Inc., Halitron is able to eliminate third-party markups and maintain stable pricing over the long term, varying only as necessary to accommodate fluctuations in raw material costs. Additionally, because all of the brands under Halitron's umbrella will be able to share access to the company's established infrastructure and administrative resources, they should be well-positioned to decrease margins and maximize profits.

To date, Halitron has focused primarily on established brands servicing loyal, niche markets that should remain relatively isolated from dramatic shifts to the current economic climate. This strategic positioning will allow Halitron to maintain and grow its operations effectively with a modest amount of working capital while simultaneously using stock grants as a form of payment to capitalize on accretive acquisition opportunities that contribute to the company's vertically integrated business model.

The benefits of this strategy were demonstrated in early 2016 when Halitron acquired PiecesInPlaces and PRD Holdings, Inc. By producing goods through its manufacturing division, Halitron immediately improved its gross profits by over 35 percent. The company also decreased its breakeven point on new customer acquisitions from 1.9 orders to just 1.03 orders, or about $77.99 at an average gross profit level of 77 percent, by utilizing the services of NDG Holdings, Inc., its digital marketing asset.

Since implementing its revised equity holdings business model, Halitron has seen rapid financial growth. For the fiscal year ended December 31, 2015, the company generated $1,182,726 in gross sales at 73 percent gross profit. In the first quarter of 2016, Halitron built on this progress through the completion of four accretive acquisitions that put it on a run rate to generate over $10 million in sales over the next three years.

"Over the past year, our Halitron team has successfully taken a vision, implemented four acquisitions and created a low-cost infrastructure," Bernard Findley, CEO of Halitron, stated in an April 2016 news release. "Our equity holding company is entering a very exciting phase as we continue to integrate our acquisitions, identify new growth opportunities and look to execute on our robust pipeline of acquisition opportunities."

The scalability of Halitron's business model relies on a number of strategic advantages, including competitive compensation rates stemming from its international labor force. The company plans to leverage this advantage while granting stock to key management and employees in order to make up for modest compensation. Halitron also plans to issue quarterly dividends as a form of compensation when cash flow forecasts are achieved. Following this strategy, the company's business objectives align directly with management's compensation, effectively driving performance.

The company's current operation locations are as follows:

By linking remote employees through off-the-shelf communications software, Halitron is able to capitalize on low labor rates abroad while maintaining all corporate data in a single, accessible location.

Case Study Acquisition

• Asset purchase of ArchivalPhotoPages at 8X multiple of TTM Adjusted EBITDA
  Total purchase price of $1.6 million
  $0.3 million Note Payable
  $1.3 million in restricted common stock
  TTM Adjusted EBITDA of $0.2 million

Leadership

Sustainable growth of this caliber is driven by the leadership of an experienced management team with the knowledge to capitalize on the company's rising momentum.

Bernard Findley, Chief Executive Officer

For the past 20 years, Bernard Findley has been working with small- to mid-sized businesses. The first part of his career was spent capitalizing on growth opportunities, during which time he would build up sales and sell recovering businesses. Over the past five years, Findley has rolled up and subsequently exited 16 brands that, without his guidance, were on track to go bankrupt or out of business. Today, these brands still exist and are operating under new owners.

While growth initiatives are very different than turnaround work, Findley has gained extremely valuable knowledge in recent years regarding how to take advantage of strengths within a business, reshape the business plan, and then execute on the deliverables. He has worked in many industries, such as medical devices, promotional products, and direct marketing, to name a few.

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