Tice Announces Fiscal 2002 Results and Revised Letter of Intent With Atmospheric Glow Technologies, LLC
KNOXVILLE, Tenn.--Aug. 28, 2002--Tice Technology, Inc. (Pink Sheets:TICE) reported a net loss from continuing operations of $518,357, or $0.02 per diluted share for the fiscal year ended March 31, 2002, compared to a net loss from continuing operations of $397,291, or $0.03 per diluted share in the previous fiscal year. The Company posted a net loss, including both continuing operations and discontinued operations, of $5,293,423, or $0.23 per diluted share for the fiscal year ended March 31, 2002, compared to a net loss of $1,524,258, or $0.12 per diluted share in the previous fiscal year.The Company closed the operations of its wholly owned subsidiary, Tice Engineering and Sales, Inc. during the fiscal year, resulting in a operating loss and a loss on disposal of assets. Additionally, due to the Company's decision to pursue a new business strategy through its previously announced acquisition of A3 Technologies, Inc of Jacksonville, Florida, the Company began negotiations to sell both of its other two subsidiaries, LandOak Company ("LandOak") and MidSouth Sign Company ("MidSouth"). This resulted in the write off of goodwill of each subsidiary to reflect the anticipated values of each, and the results of operations and loss on disposal of assets of each subsidiary were classified as discontinued operations.
In March 2002 the Company announced it had executed a letter of intent for the acquisition of A3 Technologies, Inc. of Jacksonville, Florida ("A3") for the purposes of commercialization of a patented atmospheric plasma technology developed in conjunction with Atmospheric Glow Technologies, LLC ("A-G Tech") and the University of Tennessee Research Center. Subsequent to that date, and while the Company had taken steps to meet the requirements of the letter of intent with A3, additional negotiations led to a buyout of A3 interests in the transaction and allowed the Company to negotiate directly with A-G Tech.
On July 3, 2002, the Company signed a new letter of intent with A-G Tech. Subsequently, Tice, A-G Tech, A3 and other interested parties completed a buyout and settlement arrangement. This new agreement allows Tice to obtain the assets of A-G Tech by merging the operations of the two businesses, subject to Tice meeting most of the conditions that were existent in the original A3 letter of intent. These include Tice meeting a minimum threshold of $6.5 million in new funding, divesting itself of both LandOak and MidSouth, obtaining the approval of its shareholders for an increase the number of authorized shares, completing a definitive purchase agreement with A-G Tech by December 31, 2002, and other minor conditions. If this transaction is successfully consummated, A-G Tech will receive approximately 88 million Tice common shares and 500,000 Tice Class B common shares.
On July 1, 2002, the Company's MidSouth Sign Company subsidiary sold the assets and operations of its installation business to a former manager of the subsidiary and signed an exclusive supply agreement with the former manager to provide installation services to MidSouth. On August 1, 2002, the former manager also agreed to the purchase of 100% of the outstanding stock of MidSouth, conditioned upon the approval of the shareholders of Tice and the fulfillment of financial obligations by Tice including the retirement of certain debts at MidSouth and providing a working capital line of credit for MidSouth. Also, on August 1, 2002, Tice's President and CEO, Charles R. West, and an associate purchased the assets of MidSouth's National Survey Associates division, resulting in a gain for MidSouth Sign Company. All conditions of the purchases are expected to be met by December 2002.
At the Company's LandOak subsidiary, the Company renegotiated its senior debt with its primary lender. To meet the required principal reductions under the loan modifications, LandOak began closing its rental operations and liquidating its rental fleet inventory. All rental stores have been closed, and the Company continues to service its current lease and finance portfolios. Two directors of Tice, who are also guarantors on LandOak's various vehicle financings, loaned the Company $500,000 to meet its obligations under the loan modification agreement with its primary lender, and are expected to loan the Company an additional $800,000 to satisfy additional terms of the loan modification. The directors have the option of converting their loans into Tice common shares. The two directors are also in negotiations with the Company to purchase the remaining LandOak business.
To meet the Company's cash flow needs during this time of transition and to provide funds necessary to fulfill the letter of intent with A-G Tech, the Company has secured $3.5 million of bridge funding through the issuance of convertible 6% notes. These funds are being used for operations, debt retirement, and advances to A-G Tech for operational needs and for the buyout of A3. Additionally, the Company plans to secure the remainder of the funds needed to consummate the transaction with A-G Tech through a private placement of the Company's common stock, by issuing up to 64 million shares at an expected price of $0.20 per restricted share. Both the conversion of the bridge notes and the private placement are subject to approval of the shareholders of Tice Technology to authorize additional shares of common stock.
Atmospheric Glow Technologies, LLC, is a Tennessee limited liability company formed to advance the patented One Atmosphere Uniform Glow Discharge Plasma (OAUGDP(TM)) technology and develop related products for commercialization in multiple large international markets. Management believes that the OAUGDP(TM) is an exciting breakthrough technology offering capabilities that other plasma technologies cannot provide. Because of its proprietary unique features, OAUGDP(TM) costs less to generate and therefore Tice management believes that its products will prove viable in a number of markets where other plasma technologies are too expensive and/or technologically impracticable. Moreover, AG Tech's OAUGDP(TM) is expanding the applicability of its technology and has targeted new market and product opportunities to create additional value.
Tice is a publicly traded holding company with three wholly owned subsidiaries:
MidSouth Sign Company, Inc. sells and produces metal and vinyl signs, primarily in the east Tennessee area and extending through surrounding states.
LandOak Company, Inc., until recently. an automobile and equipment rental and leasing Company for individual and commercial clients throughout the upper East Tennessee area.
Tice Engineering and Sales, Inc. (founded in 1965), until recently, provided engineering and technical solutions for specialized, industrial sewing equipment and is widely known in the apparel industry for its patented Electronic Gearing Technology. Recently Tice Engineering and Sales was awarded another patent for its Electronic Gearing Technology, Inc. in Mexico. The Company receives royalty income on this patented technology through a license agreement with an international sewing machine manufacturer.
Statements in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes", "anticipates", "expects", and similar expressions are intended to identify forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievement of events of the Company, or events, or timing of events, relating to the Company to differ materially from any future results, performance, or achievements of the forward-looking statements. The Company cannot assure that it will be able to anticipate or respond timely to the changes, which could adversely affect its operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of the Company's securities.