Main Street AC Inc. Acquires Summit Machine Inc. for $5 Million
SAN DIEGO--Oct. 3, 20030, 2003--Main Street AC Inc. (Pink Sheets: MFIT) announced that it has acquired Summit Machine Inc., a private company, located in White Bear Lake, Minn., for stock and associated rights valued at $5 million. Summit engineers and manufactures high-end custom automated systems, machines, components and parts for the medical, pharmaceutical and defense industries. Additionally, Summit provides proprietary and customized high performance parts for the Kart, Jr. Drag Strip and other racing sectors. The racing products are marketed directly through Summit's retail showroom and world-wide through its Web site at www.summitmachineinc.com. These components are carried under the names of previous Summit acquisitions: Clements Racing and Assault Motorsports. Maxspeed Design, a recent Summit addition out of Chicago, provides customized vinyl product labeling and related design for both company and customer products.Summit founders, Todd Bauernfeind, VP, and Dave Billingsley, president, will continue to manage Summit with a free hand, as is Main Street's policy. However, to ensure earnings performance, the entirety of the after-tax residual of the $5 million that will eventually flow to the selling owners must be loaned back to Summit as an unsecured loan until an earnings target is met. The owners' committed after-tax earnings target is $530,000 per annum. If the earnings target is not reached prior to December 31, 2005, then the shares, cash and rights that the sellers have received will be clawed back pro rata to the shortfall, plus a 10% penalty.
Main Street would have, should this earnings target be met, 14.5 million shares outstanding (18.3 on a diluted basis) with after-tax earnings of 2.3 cents per share (1.8 cents on a diluted basis) after allowing for estimated headquarters' costs.
The Summit acquisition is the first to close in a series of expected similar acquisitions being undertaken by Main Street. Main Street currently has two other pending acquisition offers accepted by the Main Street board, that, upon completion and approval of their definitive legal agreements, if completed and approved, should result in 15.8 million shares outstanding (20.4 million on a diluted basis). Including the Summit earnings target, the three combined required annual after-tax earnings targets translate to earnings of approximately 8 cents per share (6 cents on a diluted basis) after allowing for estimated headquarters' costs. Main Street believes the company acquisition approach and structure might deliver a maximum of annual after-tax earnings per share of 53 to 59 cents (38 to 48 cents on a diluted basis), before the current funding authorization is exhausted. If that point is reached, Main Street should have 29.6 to 33.7 million shares outstanding (41.4 million on a diluted basis).
Main Street seeks to bring the benefits of the public market to solid private companies and pays at a multiple of post-merger after-tax earnings. The company looks to work with owners of good character who wish to stay at the helm for years to come, but would prefer to release some equity now for cash. Main Street is approved to raise $138 to $172 million in equity in four increasing price steps from warrants already held by its 1,400 shareholders. Owners of $10 to $50 million revenue level companies that wish to participate with a passive and cooperative financial partner, while they continue to operate their businesses as they always have, should investigate and contact Main Street AC Inc. through its Web site at www.mainstreetac.com.
Forward Looking Statements
SAFE HARBOR STATEMENT
Certain statements contained on this press release, including statements regarding events and financial trends that may affect Main Street future operating results, financial position, stock price and cash flows, may constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on our assumptions and estimates and are subject to risks and uncertainties. You can identify these forward-looking statements by the use of words like "strategy," "expects," "plans," "believes," "will," "would", "estimates," "intends," "feels," "projects," "goals," "targets" and other words of similar meaning. Pro forma projections of possible earnings per share to better understand the structure are uncertain. They represent just one out of a range of much better to much worse results, down to and including financial collapse, that are all possible. You can also identify these and other forward statements by the fact that they do not relate strictly to historical or current facts. For these statements, we claim the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
There are a number of risks associated with any investment with Main Street. One large risk is that Main Street was a shell company just prior to the subject acquisition and is now launching what looks like a large stepped public offering for a number of small private companies under a common public umbrella. Shell companies, new listings, public offerings and acquisitions are all problematic and risky. Any investor seeking additional information on the company should reference the Web sites listed above and call management at the phone numbers provided. Unless you understand Main Street's approach, strategy and capital structure, and feel comfortable because of long dealings or expert knowledge, don't invest your money here. There is a risk that you will lose 100% of your investment. As with any speculative venture, don't invest if you can't easily suffer a complete loss.