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mastaflash

12/14/09 12:59 PM

#114 RE: $pmlg #112

Looks to me more like %400 for the Nutra deal:

On July 24, 2009, with a closing date of October 9, 2009, together with its wholly-owned subsidiary Nutritional Specialties, Inc., the Company entered into an Asset Purchase Agreement (the “Agreement”) with Nutra, Inc., a subsidiary of Nutraceutical International Corporation, a Delaware corporation. Pursuant to the Agreement, the Company sold substantially all of the rights and assets of Nutritional Specialties, Inc.’s business, including but not limited to its accounts, notes receivable and other receivables, inventory, tangible assets, rights existing under assigned purchase orders, proprietary rights, government licenses, customer lists, records, goodwill and assumed contracts. Certain rights and assets were excluded from the purchased assets, including the right to market, sell and distribute beverages as described in the Agreement.

In exchange for the foregoing, Nutra, Inc. agreed to pay an aggregate purchase price of $8,250,000 in cash, less payment of liabilities, certain pre-closing working capital adjustments and payment to the Company’s senior lender, Vineyard Bank, N.A. as assigned to California Bank & Trust, of $3,600,000 for total settlement of all amounts due to the bank.


Pursuant to the Agreement, the assets of Nutritional Specialties, Inc. were evaluated at closing to see if they have a minimum net asset value as of the closing date, after giving effect to normal generally accepted accounting principles, adjustments for reserves and except for routine reductions related to normal amortization and depreciation, equal to $1,848,604. If the net asset value was greater or less than $1,848,604 at the closing, the purchase price payable at closing would be increased or decreased by the amount of such difference on a dollar-for-dollar basis. At closing, the net asset value was $2,176,411 and therefore the initial purchase price of $8,250,000 was increased by $327,807. No later than six months after the closing date, if Nutra, Inc. determines that there is a material difference between the actual net asset value and the net asset value at closing, it may prepare a written statement setting forth the calculation of the actual net asset value. If the Company has no objection to this calculation, this written statement will be deemed the final statement. Management believes this $250,000, which is for holdback and escrow, will be fully paid. If there is disagreement between the parties, the parties determine the actual net asset value according to the procedure set forth in the Agreement and the difference between the actual net asset value and the net asset value determined at closing will be reconciled.
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mastaflash

12/14/09 1:00 PM

#116 RE: $pmlg #112

"next 10Q will show a better picture... " ... If investor911 is correct, we should see a decent increase in revs...