ALJ REGIONAL HOLDINGS, INC. ANNOUNCES EXTENSION OF THE REORGANIZATION MERGER EXCHANGE PROCESS TO JULY 21, 2023

Thanks.

Mom would always tell me to be (or act) more serious.

New stock non-dtc eligible, will be deleted

That gives me some agita

You dont look that old lol

Fidelity sent a message late last night.

Accredited Shareholders will have to opt in by submitting a form due 6/16/23.

Others will receive $1.97 by default.

Nope.

Anyone get instructions from their broker yet?

ALJJ: Merged with ALJ NewCo, Inc. Shareholders of ALJJ will have the right to receive either (i) $1.97 per share, or (ii) if they are an accredited investor, 1 share of ALJJ NewCo, Inc. for each 100 shares held.

FINRA deleted symbol:

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

ALJ Regional Holdings, Inc. Announces Effective Time of Reorganization (5/23/23)

NEW YORK, May 23, 2023 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company" or "ALJ") announced today that the Company has determined that all conditions precedents have been satisfied to effect the reorganization merger (the "Reorganization") with ALJ NewCo, Inc. ("NewCo") pursuant to the Agreement and Plan of Merger (the "Reorganization Agreement") and its board of directors (the "Board") has resolved to effect the Reorganization by filing the certificate of merger with the Secretary of State of the State of Delaware on May 25, 2023 (the "Effective Time"). The ALJ common stock will stop trading on the OTC Markets at the close of market on Thursday, May 25, 2023 (the "Stop-Trade Time"). The Company may defer or abandon the Reorganization prior to the Effective Time (including by terminating the Reorganization Agreement) or all or any part of the Reorganization if the Company determines that for any reason the completion of all or such part of the Reorganization would be inadvisable or not in the best interests of the Company and its stockholders.

Following the Effective Time, all shares of ALJ common stock issued and outstanding will be cancelled and each one hundred (100) shares of ALJ common stock shall be automatically converted into the right to receive one (1) share of NewCo common stock (the "Stock Consideration"), unless a stockholder is not an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), in which case such stockholder will be entitled to receive $1.97 per each share of ALJ common stock in cash (the "Cash Consideration," and together with the Stock Consideration, the "Reorganization Consideration") in lieu of the Stock Consideration. NewCo will not issue any fractional shares of NewCo common stock ("Fractional Shares") in connection with any issuance of Stock Consideration. If a stockholder is entitled to receive any Fractional Shares in connection with receiving Stock Consideration, such stockholder will instead receive an amount in cash (rounded to the nearest whole cent) based on valuation of $1.97 per each share of ALJ common stock in lieu of such Fractional Shares.

On or about May 31, 2023, the registered holders of ALJ's common stock as of the Stop-Trade Time will receive a letter of transmittal providing instructions for surrendering their ALJ common stock and receiving their Reorganization Consideration. ALJ stockholders that hold shares in street name as of the Stop-Trade Time will receive similar instructions from their brokerage or similar accounts.

For additional details of the Reorganization, please refer to the proxy statement available on ALJ's website at (www.aljregionalholdings.com).

About ALJ Regional Holdings, Inc.

ALJ is the (i) 100% owner of Faneuil, Inc., a leading provider of call center services, back office operations, and staffing services to commercial and governmental clients across the United States; (ii) 100% owner of ALJ Vistio QOZB LLC d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; and (iii) 80.01% owner of Ranew's Companies a leading supplier of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services.

https://www.prnewswire.com/news-releases/alj-regional-holdings-inc-announces-effective-time-of-reorganization-301832627.html

ALJJ Regional Holdings, Inc. Announces Results of Special Stockholder Meeting (5/12/23)

NEW YORK, May 12, 2023 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company" or "ALJ") announced today that, at a special meeting of stockholders (the "Special Meeting") held on May 10, 2023, ALJ stockholders voted to approve the Agreement and Plan of Merger (the "Reorganization Agreement") by and between ALJ and ALJ NewCo, Inc. ("NewCo"), pursuant to which (A) each outstanding share of ALJ common stock will be converted automatically into the right of a stockholder to receive one (1) share of NewCo common stock, par value $0.01 per share, for each one hundred (100) shares of ALJ common stock, unless a stockholder is not an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), in which case such stockholder will instead be entitled to receive $1.97 per share in cash in lieu of the NewCo common stock, and (B) the existing ALJ stockholders who become stockholders of NewCo will be able to act by written consent in lieu of an annual or special meeting of the stockholders (the "Reorganization").

ALJ stockholders approved the Reorganization with 69.75% of the shares outstanding as of the record date voting in favor of the Reorganization. The vote results were as follows:

Votes For
18,171,343

Votes Against
331,289

Abstain
650

The filing of the certificate of merger to effect the Reorganization (the "Effective Time") will be subject to satisfaction or waiver of the conditions specified in the Reorganization Agreement. The Company may defer or abandon the Reorganization prior to the Effective Time (including by terminating the Reorganization Agreement) or all or any part of the Reorganization if the Company determines that for any reason the completion of all or such part of the Reorganization would be inadvisable or not in the best interests of the Company and its stockholders.

Following the Reorganization, subject to the procedures set forth in the Reorganization Agreement, each ALJ stockholder will have the right to receive one (1) share of NewCo common stock for each one hundred (100) shares of ALJ common stock (the "Stock Consideration"), unless a stockholder is not an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), in which case such stockholder will be entitled to receive $1.97 per each share of ALJ common stock in cash (the "Cash Consideration," and together with the Stock Consideration, the "Reorganization Consideration") in lieu of the Stock Consideration. Registered holders of the Company's common stock will receive a letter of transmittal providing instructions for surrendering their stock certificate, if any, and receiving their Reorganization Consideration. ALJ stockholders that hold shares in street name will receive similar instructions from their brokerage or similar accounts.

For additional details of the Reorganization, please refer to the proxy statement available on the website of OTC Markets at https://www.otcmarkets.com as well as ALJ's website at (www.aljregionalholdings.com).

About ALJ Regional Holdings, Inc.

ALJ is the (i) 100% owner of Faneuil, Inc., a leading provider of call center services, back office operations, and staffing services to commercial and governmental clients across the United States; (ii) 100% owner of ALJ Vistio QOZB LLC d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; and (iii) 80.01% owner of Ranew's Companies a leading supplier of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services.

SOURCE ALJ Regional Holdings, Inc

https://www.aljregionalholdings.com/2023-05-12-ALJ-REGIONAL-HOLDINGS,-INC-ANNOUNCES-RESULTS-OF-SPECIAL-STOCKHOLDER-MEETING,1

DELAWARE GENERAL CORPORATIONS LAW SECTION 262 - APPRAISAL RIGHTS
https://www.sec.gov/Archives/edgar/data/878280/000119312508204014/dex99f.htm

I think its gotten much harder for retail to challenge

I’ve been investing for my own account for over forty years. I continue to be amazed how many different ways insiders can, excuse me, screw their partners.

Anyone have experience with appraisal rights?

Notice of Special Meeting (4/06/23)

https://filecache.investorroom.com/mr5ir_aljregionalholdings/185/ALJ%20-%20Proxy%20Statement%20%28Reorganization%29%20-%20April%206%2C%202023.pdf

Too much value to give up my stock - plus i know where he lives

Nice to see Ravich screwing the small shareholders. Can’t say anyone should be surprised.

Special meeting-forcing out non acredited investors

Q1 results were released awhile back. I calculate ~$3.50 bv per share, assuming conversion of the debt.

$10 million of the opportunity fund investment was invested in the redevelopment of a Harrah’s casino in Reno. It’s being turned into apartments, grocery store, etc. No financial details were released, but it seems promising to me (assuming, of course, that Ravich didn’t overpay).

https://www.rcclive.com/

AMRK is interesting to me. It’s cheap on a PE basis, but insiders are selling. I’m wondering if its current results are sustainable or if this is a classic case of a cyclical looking cheap at the top of a cycle.

So $4-5?

ALJJ is heating up finally, currently breaking $2

Trades under book value and has begun the next set of investments and flips

Micro investment fund is the MO

Trades clunky and on a long timeline

But very worthwhile, IMO

spec

ALJ Regional Holdings, Inc. Completes Reverse Dutch Auction Tender Offer

https://www.aljregionalholdings.com/2023-01-03-ALJ-Regional-Holdings,-Inc-Completes-Reverse-Dutch-Auction-Tender-Offer

I requested comment from Jess, Christ and Okapi

Seen anything related to the tender offer expiration yet?

I can't find anything.

Annual Report (12/30/22)

https://filecache.investorroom.com/mr5ir_aljregionalholdings/183/download/ALJ%20Annual%20Report%20September%2030%202022.pdf

Yep, I saw that CD

Thanks for the SA, haven’t read it yet so no comment



spec

Nice bump HNRG today
https://seekingalpha.com/symbol/HNRG

NAILED IT !!!

May be forced sellers "dark" co

It’ll be interesting to see how many shares end up being tendered. I doubt they’ll get the full 10,000,000 at that price range.

ALJ Regional Holdings, Inc. Commences Tender Offer to Purchase Up to 10,000,000 Shares of Its Common Stock (12/01/22)

NEW YORK, Dec. 1, 2022 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company") announced today that it is commencing a reverse "Dutch auction" tender offer for up to 10,000,000 shares of its common stock at a price per share not greater than $2.00 and not less than $1.84.

Under the tender offer, stockholders will have the opportunity to tender some or all of their shares of common stock at a price within the $1.84 to $2.00 per share price range. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable the Company to purchase 10,000,000 shares of its common stock or such lesser number of shares that are properly tendered. If, based on the final purchase price determined in the tender offer, more than 10,000,000 shares of common stock are properly tendered and not properly withdrawn, then the Company will purchase shares tendered by such stockholders at or below the per share purchase price on a pro rata basis as specified in the offer to purchase. The Company also reserves the right to purchase up to an additional 2% of its common shares outstanding or reduce the number of shares it is purchasing below 10,000,000 shares without amending or extending the tender offer.

Stockholders whose shares are purchased in the tender offer will be paid the determined purchase price per share net in cash, less applicable withholding taxes and without interest, after the expiration of the offer period. The tender offer is not contingent upon any minimum number of shares being tendered but is subject to a number of other customary terms and conditions specified in the offer to purchase that is being distributed to stockholders. The tender offer will expire at 12:00 midnight, New York City time, on December 29, 2022, unless extended by the Company. The Company expressly reserves the right for any reason, subject to applicable law and as set forth in the offer to purchase, to extend, abandon, terminate or amend the tender offer. Any shares purchased pursuant to the tender offer will be cancelled, and those shares will cease to be outstanding.

The Company expects to fund purchases of shares tendered in the tender offer with cash on hand.

The Company's board of directors has approved the tender offer and believes the reverse "Dutch auction" tender offer is a mechanism that affords all stockholders with the opportunity to tender all or a portion of their shares, and also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company. In addition, the Company's board of directors believes the tender offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, with less potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. However, none of the Company, its board of directors, the information agent or the depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders are urged to evaluate carefully all information contained in the offer materials, consult their own investment and tax advisors, and make their own decision whether to tender, how many shares to tender and the price within the stated range at which they will offer their shares for purchase by the Company.

The information agent for the tender offer is Okapi Partners LLC. The depositary for the tender offer is American Stock Transfer & Trust Company, LLC.

Important Information Regarding the Tender Offer
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Company's common stock. The tender offer is being made solely by the offer to purchase, the letter of transmittal and related offer materials that the Company will send to its stockholders, as they may be amended or supplemented. Stockholders are urged to read the offer to purchase, the letter of transmittal and related offer materials because they contain important information, including the terms and conditions of the tender offer. Stockholders may obtain each of these documents for free from the information agent for the tender offer by directing such request to: Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, NY 10036, (888) 785-6709, info@okapipartners.com.

About ALJ Regional Holdings, Inc.
ALJ Regional Holdings, Inc. is the (i) 100% owner of Faneuil, Inc., a leading provider of call center services, back office operations, and staffing services to commercial and governmental clients across the United States; (ii) 100% owner of Realtime Digital Innovations, Inc. d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; (iii) 99% owner of QOF; and (iv) 80.01% owner of Ranew's Companies a leading supplier of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services.

https://www.prnewswire.com/news-releases/alj-regional-holdings-inc-commences-tender-offer-to-purchase-up-to-10-000-000-shares-of-its-common-stock-301690859.html

ALJJ tender 10,000,000 shares $1.84-2.00

Yeah that HNRG looks kind of interesting.

I think Jess lives couple of blocks from me...may have to pay him a visit

The investments he made in public companies are doing well so far.

HNRG stock is >50% over the conversion price already and the note earns 8% until it's converted. That's about $5 million gain so far. It's been on a tear the last few days, so who knows what is going on and/or if it's sustainable.

Investment in AMRK is also up a couple of million (~6 or 7 points on 350k shares).

Anything new and different here?

ALJ Regional Holdings, Inc. Acquires Ranew's Companies, Completes Repurchases And Certain Investments (9/29/22)

NEW YORK, Sept. 29, 2022 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) ("ALJ") announced today that it has acquired the outstanding equity interests of certain operating companies doing business as Ranew's Companies from Lester and Susan Ranew. Ranew's Companies, headquartered in Milner, Georgia, are leading suppliers of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services. The transaction was completed pursuant to a Securities Purchase Agreement, dated September 28, 2022 (the "Purchase Agreement"). Consideration paid by ALJ for the acquisition at closing was $20.8 million, subject to certain purchase price adjustments and certain earn-out payments set forth in the Purchase Agreement and described below. The acquisition was consummated through Resin Acquisition Corp. (the "Purchaser"), a subsidiary of ALJ.

As a result of the transactions, Purchaser acquired 100% of the equity interests of Ranew's Truck & Equipment Company, LLC, Ranew's Outdoor Equipment, Inc., Ranew's Management Company, Inc., Ranew's Well Services Division, LLC, Ranew's Companies, LLC and Ranew's of Texas, Incorporated. At the closing, Purchaser issued Mr. Ranew 19.99% of the equity interests in Purchaser in consideration of the rollover of certain of Mr. Ranew's equity interests. ALJ and the Purchaser have entered into a stockholders' agreement with Mr. Ranew providing for certain customary rights, as well as a purchase/sale right commencing on the fifth (5th) anniversary of the closing date to cause ALJ to either, at ALJ's election, (i) purchase all of the common stock of Purchaser held by Lester Ranew or (ii) sell to Lester Ranew all of the common stock of Purchaser held by ALJ, in each case, at a value determined by Lester Ranew.

The unaudited consolidated revenue for Ranew's Companies for 2021 was approximately $42 million, with net income of approximately $5.5 million, and for the six months ended June 30, the unaudited consolidated revenue for Ranew's Companies was approximately $32.5 million with net income of approximately $2.7 million. These results were not audited, were not prepared in accordance with GAAP and are subject to adjustment.

The Purchase Agreement includes two (2) earn-out payments in favor of Lester Ranew. Each earn-out payment is equal to the product of the increase in the adjusted EBITDA over EBITDA in the trailing twelve (12) month ("TTM") period prior to the applicable earn-out payment date multiplied by 3.25.

Effective as of the closing date, ALJ has entered into employment agreements with each of (i) Robert Brock, as Chief Executive Officer, (ii) Clay Harmon, as Chief Financial Officer and (iii) Blake Reeves, as Director of Operations. The employment agreements include customary terms, including annual bonuses based upon increases in EBITDA.

Repurchase Transactions

Between August 31, 2022, and September 12, 2022, ALJ completed additional repurchases of approximately 1.5 million shares of its common stock for aggregate gross proceeds of approximately $2.9 million with a per share repurchase price range of $1.84 – $1.94. The stock repurchases were completed through unsolicited private transactions.

Investment in A-Mark Precious Metals

On September 16, 2022, ALJ purchased in the open market a total of 350,000 shares of A-Mark Precious Metals, Inc (NASDAQ: AMRK) ("A-Mark"). Mr. Ravich is a member of the board of directors of A-Mark, and this related party transaction was approved by a majority of the disinterested directors of ALJ's board of directors. A-Mark is a leading fully integrated precious metals trading company.

Investment in Hallador Energy

On August 12, 2022, ALJ purchased an unsecured convertible promissory note (the "Note") from Hallador Energy Company (NASDAQ: HNRG) ("Hallador") for a principal sum of $10 million. The Note bears interest at 8% per annum paid, at Hallador's discretion, in cash or in shares of Hallador common stock at the lower of 30-day volume weighted average price ("VWAP") or $6.15 (the trailing VWAP on closing). The principal balance and all accrued and unpaid interest shall be paid on the Note's maturity date of December 31, 2026, and no prepayment of such amounts are permitted. The Note also contains a right to convert the principal and accrued interest amounts outstanding on the Note (in whole and not in part) into shares of Hallador common stock at a fixed conversion price of $6.15 (the trailing VWAP on closing). In connection with the foregoing, ALJ and Hallador have entered into a registration rights agreement which provides ALJ with customary shelf, demand and piggyback registration rights with respect to shares issuable upon conversion of the Note.

Investment in Qualified Opportunity Zone

As a result of the sale of Phoenix Color Corp. and certain verticals of Faneuil, Inc. (the "Prior Sale Transactions"), ALJ exhausted its Net Operating Loss Carryforward. On September 26, 2022, ALJ invested approximately $20 million into its 99% owned subsidiary ALJ Qualified Opportunity Fund LLC ("QOF"). QOF expects to invest such proceeds in a Qualified Opportunity Zone Business, which, under certain conditions, may be eligible for preferential tax treatment, including allowing ALJ to defer capital gains generated from the Prior Sale Transactions.

About ALJ

ALJ Regional Holdings, Inc. is the (i) 100% owner of Faneuil, Inc., a leading provider of call center services, back office operations, staffing services, and toll collection services to commercial and governmental clients across the United States; (ii) 100% owner of Realtime Digital Innovations, Inc. d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; (iii) 99% owner of QOF; and (iv) 80.01% owner of Ranew's Companies a leading supplier of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services.

https://www.prnewswire.com/news-releases/alj-regional-holdings-inc-acquires-ranews-companies-completes-repurchases-and-certain-investments-301637230.html

ALJJ delisted from the Nasdaq to the OTC:

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

https://www.sec.gov/Archives/edgar/data/1438731/000092189522002625/xslF345X03/form413353002_09082022.xml

As an owner-manager, I would prefer to slowly buy back shares at discounted prices in the open market, increasing my ownership stake and maximizing the return at liquidation simultaneously.

My personal opinion is that Ravich will repeat a similar series of events as happened with the KES flip (way back, yeah I'm a longtimer in n out)

In short, they offered a buyback by dutch auction

Nice profits for shareholders, I took 50% off the table with profits

ALJJ held the remaining cash for the next venture

Which I believe was Faneuil, IIRC

Floors n less was the dog

The currently have cash and the stub of Faneuil with the SASS service

I'll likely let the part I have left go for the ride, maybe cash out a few more depending on what time horizon I see (if any)

Ravich knows how to make money flipping businesses and a wise man told me "don't bet on the horse, bet on the jockey"

This guy is the type of jockey he was talking about

Look at his form4s ...
purchases (in real cash, at market), Its been a while but he has a bunch rolling in this too

spec

deja vu
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=167764764

I find this extremely informational.

NOLs are probably used up (or at least close to being used up).

Time to start preparing for liquidation.

ALJ Regional Holdings, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration (8/22/22)

NEW YORK, Aug. 22, 2022 /PRNewswire/ -- August 22, 2022 — ALJ Regional Holdings, Inc. (NASDAQ: ALJJ) ("ALJ" or the "Company") announced today that it has submitted a formal notice to Nasdaq Stock Market LLC ("NASDAQ") of its decision to voluntarily delist its common stock from the NASDAQ Global Market and its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") on or about September 1, 2022. As a result, ALJ expects that the last day of trading of its common stock on the NASDAQ Global Market will be on or about September 11, 2022. After the Form 25 is effective, ALJ also intends to pursue such other measures necessary to terminate or suspend the registration of its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to voluntarily deregister because it has fewer than 300 stockholders of record. ALJ anticipates that its common stock will be quoted on the Pink Sheets platform, which is operated by OTC Markets Group Inc. (the "Pink Sheets"), and ALJ currently intends to continue to provide information to its stockholders and to take such actions within its control to enable its common stock to be quoted in the Pink Sheets so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on the Pink Sheets or otherwise or that the Company will continue to provide information sufficient to enable brokers to provide quotes for its common stock.

The Company expects the deregistration of its common stock to become effective 90 days after the date of filing the Form 25 with the SEC. However, its reporting obligations to file certain reports with the SEC, including Forms 10-Q, 10-K and 8-K, will be immediately suspended upon filing the Form 25. Other filing requirements will terminate upon effectiveness of the deregistration.

The Board of Directors of the Company (the "Board") believes that the decision to delist the common stock from NASDAQ and deregister the common stock under Section 12(b) of the Exchange Act is in the best interest of the Company and its stockholders as it has determined that the burdens associated with operating as a registered public company outweigh any advantages to the Company and its stockholders at this time. The Board's decision was based on careful review of numerous factors, including the significant cost savings of no longer preparing and filing periodic reports with the SEC and reduction of significant legal, audit and other costs associated with being a reporting company, including the substantial costs and demands on management's time relating to the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and NASDAQ listing standards, as well as the fact that the Company currently intends to provide liquidity to its stockholders following the delisting by taking actions within its control to have the common stock traded on the Pink Sheets and making periodic repurchases of the Common Stock from our stockholders. Once delisted and deregistered, the Board believes that the Company may redirect its financial and management resources that have been used to operate as a registered public company to pursue a wider range of business opportunities and strategic transactions.

About ALJ

ALJ Regional Holdings, Inc. is the parent company of Faneuil, Inc., a leading provider of call center services, back office operations, staffing services, and toll collection services to commercial and governmental clients across the United States.

https://www.prnewswire.com/news-releases/alj-regional-holdings-inc-announces-voluntary-nasdaq-delisting-and-sec-deregistration-301609648.html

"...no guarantee...that we will...provide information sufficient to
enable brokers to provide quotes for our Common Stock."

ALJ Regional Holdings Announces Voluntary Delisting and Deregistration

It bought back 3.7 million shares in July @ $2.00.

There are two 5% shareholders, one of whom owns some of the convertible debt. It’s possible she converted the debt and sold the shares back to the company.

I guess we’ll find out next quarter.

Edit: The number of shares listed on the cover sheet of the Q implies that the note wasn’t converted. The selling shareholder must be the entity that owned 3 million shares (shown in the recent proxy).

Convertible debt and warrants remain outstanding.

Form 10-Q (6/30/22)

https://www.sec.gov/ix?doc=/Archives/edgar/data/1438731/000095017022016851/aljj-20220630.htm

ALJ Regional Holdings, Inc Announces Earnings for the Third Ended June 30, 2022 (8/11/22)

NEW YORK, Aug. 11, 2022 /PRNewswire/ -- ALJ Regional Holdings, Inc. (NASDAQ: ALJJ) ("ALJ") announced results today for its third quarter ended June 30, 2022.

ALJ is the parent company of Faneuil, Inc. ("Faneuil"), a leading provider of call center services, back-office operations, and staffing services to governmental and commercial clients across the United States.

Recent Developments and Basis of Presentation

ALJ completed the sale of certain assets of Faneuil's tolling and transportation vertical and health benefit exchange vertical (the "Faneuil Asset Sale") on April 1, 2022, for cash consideration of $142.3 million less an indemnification escrow amount of approximately $15.0 million. Faneuil is also eligible to receive additional earn-out payments based upon the performance of certain customer agreements in an aggregate amount of up to $25.0 million. ALJ recognized a gain on sale of assets of approximately $112.0 million, net of taxes during the three months ended June 30, 2022.

ALJ completed the sale of all the outstanding shares of common stock of Phoenix Color Corp. (the "Phoenix Sale") on April 13, 2022 for cash consideration totaling approximately $135.9 million. Phoenix's results of operations are excluded from continuing operations presented below and are presented as discontinued operations. ALJ recognized a gain on sale of discontinued operations of approximately $46.8 million, net of taxes during the three months ended June 30, 2022.

In connection with the Faneuil Asset Sale, ALJ repaid in full all outstanding indebtedness and terminated all commitments and obligations under that certain financing agreement, dated June 29, 2021, with Blue Torch Finance LLC ("Blue Torch," and such facility, the "Blue Torch Term Loan") in an amount equal to approximately $92.2 million ("Blue Torch Payoff").

In connection with the Phoenix Sale on April 13, 2022, the Company terminated all commitments and obligations under that certain Amended and Restated Financing Agreement, dated as of June 29, 2021, with PNC Bank, National Association (as amended, the "PNC Revolver").

ALJ also owned a third segment, Floors-N-More, LLC, d/b/a Carpets N' More ("Carpets"). ALJ acquired and disposed of Carpets in April 2014 and February 2021, respectively. As such, Carpets' results of operations are excluded from continuing operations and are presented below as discontinued operations.

Investment Highlights – Three and Nine Months Ended June 30, 2022

- Consolidated Results for ALJ (continuing operations only)

- All revenue is attributable to Faneuil (see below for discussion).

- ALJ recognized income from continuing operations of $105.9 million and net income per share from continuing operations of $1.93 (diluted) for the three months ended June 30, 2022, compared to a net loss from continuing operations of $6.8 million and net loss per share from continuing operations of ($0.16) (diluted) for the three months ended June 30, 2021, respectively. The increase in net income from continuing operations is due to gains resulting from the Faneuil Asset Sale. ALJ recognized a loss from continuing operations of $8.5 million and loss per share from continuing operations of ($0.20) (diluted) for the three months ended March 31, 2022.

- ALJ recognized adjusted EBITDA loss from continuing operations of $3.7 million for the three months ended June 30, 2022, a decrease of $5.9 million, or 261.4%, compared to adjusted EBITDA from continuing operations of $2.3 million for the three months ended June 30, 2021. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts. ALJ recognized adjusted EBITDA from continuing operations of $1.4 million for the three months ended March 31, 2022.

- ALJ recognized net income from continuing operations of $85.4 million and net income per share from continuing operations of $1.56 (diluted) for the nine months ended June 30, 2022, compared to a net loss from continuing operations of $13.4 million and net loss per share from continuing operations of ($0.32) (diluted) for the nine months ended June 30, 2022, respectively. The increase in net income from continuing operations is due to gains resulting from the Faneuil Asset Sale.

- ALJ recognized adjusted EBITDA loss from continuing operations of $5.5 million for the nine months ended June 30, 2022, a decrease of $13.8 million, or 166.7%, compared to adjusted EBITDA from continuing operations of $8.3 million for the nine months ended June 30, 2022. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts, higher medical insurance claims under Faneuil's self-insurance medical plan, and the usage of more costly subcontract labor to supplement call center workforce.
Jess Ravich, Chief Executive Officer of ALJ, said, "We continue to refine our strategic review after monetizing most of our core assets and portfolio companies last quarter."

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Results for Faneuil

Faneuil recognized net revenue of $57.6 million for the three months ended June 30, 2022 compared to $72.8 million for the three months ended June 30, 2021. Net revenue decreased $15.2 million, or 20.8%, mainly attributable to a $16.5 million reduction driven by the completion of customer contracts, somewhat offset by a $3.1 million decrease from new customer contracts and $3.4 million net increase from existing customer call volumes. Faneuil recognized net revenue of $68.5 million for the three months ended March 31, 2022.

Faneuil segment adjusted EBITDA loss was $1.8 million for the three months ended June 30, 2022 compared to segmented adjusted EBITDA of $3.7 million for the three months ended June 30, 2021. Segment adjusted EBITDA decreased $5.5 million, or 147.2%. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts. Faneuil recognized segment adjusted EBITDA of $2.8 million from the three months ended March 31, 2022.

Faneuil recognized net revenue of $200.9 million for the nine months ended June 30, 2022 compared to $243.1 million for the nine months ended June 30, 2021. Net revenue decreased $42.2 million, or 17.4%, mainly attributable to a $56.8 million reduction driven by the completion of customer contracts, somewhat offset by a $12.4 million net increase in existing customer call volumes and $3.7 million from new customer contracts.

Faneuil segment adjusted EBITDA loss was $0.8 million for the nine months ended June 30, 2022 compared to segmented adjusted EBITDA of $12.4 million for the nine months ended June 30, 2021. Segment adjusted EBITDA decreased $13.2 million, or 106.6%. The decrease was driven by lower volumes at Faneuil due to the Faneuil Asset Sale and to completion of customer contracts, higher medical insurance claims under Faneuil's self-insurance medical plan, and the usage of more costly subcontract labor to supplement call center workforce.

Faneuil estimates its net revenue for the three months ending September 30, 2022 to be in the range of $33.5 million to $36.0 million, compared to $46.1 million, on a pro forma basis, for the three months ended September 30, 2021.

Faneuil contract backlog expected to be realized within the next twelve months as of June 30, 2022 was $77.6 million, compared to $89.5 million as of March 31, 2021 and $60.6 million as of March 31, 2022, 2021, on a pro forma basis. Faneuil's total contract backlog as of June 30, 2022 was $121.0 million as compared to $140.3 million as of June 30, 2021 and $105.4 million as of March 31, 2022, on a pro forma basis. The decrease in total Faneuil backlog from June 30, 2022 compared to June 30, 2021 was primarily due to the loss of contracts offset slightly by new business.

Results for Phoenix

As a result of the Phoenix Sale, Phoenix results of operations were classified as discontinued operations for the three and nine months ended June 30, 2022 and 2021. ALJ reported a gain on the sale of Phoenix during the three months ended June 30, 2022.

Non-GAAP Financial Measures

In our earnings releases, prepared remarks, conference calls, presentations, and webcasts, we may present certain adjusted financial measures that are not calculated according to generally accepted accounting principles in the United States ("GAAP"). These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release because management believes they present information regarding ALJ that is useful to investors. The non-GAAP financial measures presented should not be considered in isolation from, or as a substitute for, the comparable GAAP financial measure.

We present adjusted EBITDA because we believe it is frequently used by analysts, investors, and other interested parties in the evaluation of our company. ALJ defines segment adjusted EBITDA as segment net income (loss) before depreciation and amortization expense, interest expense, litigation loss, recovery of litigation loss, restructuring and cost reduction initiatives, loan amendment expenses, fair value of warrants issued in connection with loan amendments, stock-based compensation, acquisition/disposition-related expenses, gain on disposal of assets, net, income taxes, loss on debt extinguishment, asset impairments, and other non-recurring items. Adjusted EBITDA measures are not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison. Below are reconciliations of our net loss, the most directly comparable GAAP measure, to consolidated adjusted EBITDA:

Supplemental Consolidated Financial Information - Segment Net Revenue, Segment Adjusted EBITDA, and Debt

Historically, ALJ's principal sources of liquidity have been cash provided by operations and borrowings under various debt arrangements. During April 2022, the following transactions had, and will continue to have, a significant impact on our liquidity and capital resources: i) Faneuil Asset Sale, ii) Phoenix Sale, iii) Blue Torch Term Loan payoff, and iv) termination of the PNC Revolver.

About ALJ Regional Holdings, Inc.

ALJ Regional Holdings, Inc. is the parent company of Faneuil, Inc., a leading provider of call center services, back-office operations, and staffing services, to commercial and governmental clients across the United States.

ALJJ Earns https://www.sec.gov/Archives/edgar/data/1438731/000156459022020378/aljj-ex991_6.htm

Well they sold it for $50 million.