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SOURCE Ascendant Solutions, Inc.
DALLAS, Sept. 27, 2013 /PRNewswire/ -- Ascendant Solutions, Inc. (Pink Sheets: ASDS) ("Ascendant" or the "Company") today announced the cancellation of the 2008 Management Incentive Plan (the "2008 Incentive Plan".)
In June 2008, the Board of Directors authorized the 2008 Incentive Plan. The 2008 Incentive Plan allowed management, through ASDS Management Group, L.P. (the "Partnership"), to purchase 2,876,421 shares of newly issued common stock (the "Common Stock") representing 11% of the outstanding shares for a purchase price of $1,898,000. The price was payable pursuant to a promissory note (the "Note"), which was reported as a reduction of paid-in capital. In addition, Ascendant and the Partnership entered into a Pledge Agreement (the "Pledge Agreement") in July 2008 in which the Partnership pledged and granted Ascendant a first priority security interest in the Common Stock as collateral security for the payment in full when due of all of the indebtedness evidenced by the Note.
Effective September 27, 2013, the Board of Directors approved the cancellation of the 2008 Incentive Plan, the Partnership, the Note, the Common Stock and related agreements. The result of cancelling the Common Stock of 2,876,421 shares decreases the Company's common stock outstanding from 24,447,931 to 21,571,510 shares. The effect on the Company's book value per share is noted in the table below and column labeled Proforma June 30, 2013:
Select Balance Sheet Items and Book Value per Share
(000's omitted, except per share amounts, unaudited)
Total Current Assets
Property and Equipment, net
Equity Method Investments
Deferred Tax Asset
Long term receivable
Total Current Liabilities
Notes Payable, Long-Term
Total Liabilities and Equity
Common Shares Outstanding
Book Value per Share
Jim Leslie, Chairman, commented, "Ascendant's book value per share increased due to the cancellation of 2,876,421 shares of outstanding Common Stock of the Company, related to the Board's dissolving the Company's 2008 Management Incentive Plan. We anticipate further increases in our book value per share as the Company continues to produce outstanding quarterly performances from our healthcare segment. "
Mark Heil, Chief Financial Officer, explained, "Ascendant's Board of Directors along with Company's Management concluded that it was in the best interest of the Company to cancel the 2008 Management Incentive Plan and the corresponding 2,876,421 shares of outstanding Common Stock of the Company. The Board of Directors is adopting a new restricted stock plan that is less dilutive to its shareholders but provides incentive compensation consistent with increasing shareholder value."
About Ascendant Solutions, Inc. Ascendant Solutions, Inc. is a value oriented investment firm focused on making equity investments in lower middle-market U.S. companies with annual revenues up to $150 million. Ascendant looks to invest in or acquire pharmacies and businesses in the healthcare, manufacturing, finance and real estate industries. These businesses may require access to capital or capital restructuring due to start-ups, growth, desire to exit or distress situations and many are in need of strategic support to improve operational performance. Ascendant currently has approximately $44 million in net operating loss carryforwards which can be used to shelter future income, thus enhancing free cash flow or debt service capabilities. Ascendant specializes in solving complex transactions where creative and timely solutions can add value to an enterprise.