Project
Mountain Additional Considerations
PRESENTATION TO THE FINANCE AND STRATEGIC PLANNING COMMITTEE
Exhibit (c)(ii) |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Table of Contents 2 1. Executive Summary 2. Additional Considerations Selected Illustrative Accretion / Dilution Calculations Selected Post-Restructured Company Market Observations Selected Illustrative Precedent "Going-Dark" Transaction Observations
3. Appendix Additional Illustrative Precedent "Going-Dark" Transactions Detail Glossary of Selected Terms 4. Disclaimer |
1. Executive Summary 2. Additional Considerations 3. Appendix 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Executive Summary The illustrative financial analyses and information contained in this presentation do not relate to the
opinion The Finance and Strategic Planning Committee has requested that Houlihan Lokey provide certain
additional illustrative financial analyses on certain potential impacts of a potential
transaction on the Continuing Stockholders and the Company
Overview of additional illustrative financial analyses and selected key
takeaways Selected illustrative accretion / dilution
calculations Selected post-restructured company public equity market
performance Selected illustrative precedent going-dark
transactions observations Key next deliverables for Houlihan
Lokey Final presentation(s) regarding the opinion and related financial
analyses Other process items for Houlihan Lokey
Transaction structure due diligence; reflect terms of proposed transaction
Market updates Projections updates, if applicable Follow-up due diligence, if applicable The accretion/dilution calculations, financial analyses and other information included herein are provided solely for the information of the Finance and Strategic Planning Committee of the Board of Directors of the Company, are shown for illustrative purposes only and are not intended to provide any recommendations, conclusions or opinions regarding valuation, the fairness of any aspect of the Stock Splits to the Cashed-Out Stockholders, the Continuing Stockholders or the Company, or whether to effect the Stock Splits. Such illustrative calculations, financial analyses and other information are dependent on current information and assumptions provided by Poconos management that may differ materially from final Poconos management estimates or final figures associated with the Stock Splits, if consummated. 4 |
1. Executive Summary 2. Additional Considerations Selected Illustrative Accretion / Dilution Calculations Selected Post-Restructured Company Market Observations Selected Illustrative Precedent "Going-Dark" Transaction Observations
3. Appendix 4. Disclaimer |
1. Executive Summary 2. Additional Considerations Selected Illustrative Accretion / Dilution Calculations Selected Post-Restructured Company Market Observations Selected Illustrative Precedent "Going-Dark" Transaction Observations
3. Appendix 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Illustrative Accretion / Dilution Calculations Adjusted EBITDA The Stock Splits are accretive to Poconos adjusted EBITDA per share in CY 2020E and CY 2021E following more marginal accretion in
CY 2019E.
This stems from the recurring nature of the Companys assumed run-rate realized cost savings relative to smaller cost savings in CY 2019E. 1. Poconos projections per Poconos management. 2. Reflects (i) diluted share count as of 6/30/19 and (ii) ratable annual vesting of ~0.4 million restricted stock units outstanding over three years
following the Company's emergence from bankruptcy. For illustrative
purposes, assumes the Company's share price of $16.13 as of 8/28/19 remains unchanged following the Stock Splits and the Company's existing warrants and stock options are consequently out-of-
the-money over the projection period. Per Poconos management.
3. Reflects Poconos management estimate subject to further refinement. 4. Per Poconos management, does not include potential incremental cost savings from alteration of directors and officers insurance post-Stock
Splits. 5.
Excludes non-recurring advisory, accounting and filing fees associated with
effecting the Stock Splits estimated at $775,000, per Poconos management.
6. Per shareholder roster provided by Poconos management. Assumes (i) only those shareholders with less than one share after the Reverse Split are
cashed out and (ii) a reverse stock split ratio of 1:50. 7.
Computed as (i) difference between Pro Forma Adjusted EBITDA per Share and Status Quo Adjusted EBITDA per Share, divided by (ii) Status Quo Adjusted EBITDA per Share. Sources: Poconos management and Capital IQ. Poconos management estimates subject to further refinement 7 (shares outstanding and dollars in millions, except per share values) Calendar Year Ending December 31, 2019E 2020E 2021E Status Quo Adjusted EBITDA [1] $123.4 $176.7 $203.8 Status Quo Diluted Shares Outstanding [2] 15.0 15.2 15.3 Status Quo Adjusted EBITDA per Share $8.20 $11.65 $13.32 Identified Public Company Cost Savings [3] [4] 0.1 0.8 0.8 Net Pre-Tax Stock Splits Cost Savings [5] 0.1 0.8 0.8 Pro Forma Adjusted EBITDA $123.4 $177.5 $204.6 Status Quo Diluted Shares Outstanding [2] 15.04 15.17 15.30 Cashed-Out Shares [6] (0.03) (0.03) (0.03) Adjusted Diluted Common Shares Outstanding 15.02 15.15 15.27 Pro Forma Adjusted EBITDA per Share $8.22 $11.72 $13.40 Implied Accretion / (Dilution) [7] 0.2% 0.6% 0.6% |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Illustrative Accretion / Dilution Calculations (cont.) Adjusted Free Cash Flow The Stock Splits are accretive to Poconos adjusted free cash flow per share in CY 2019E, CY 2020E and CY 2021E.
As accretion / dilution computations are based on a lower base amount versus those
delineated on the prior page, observed implied accretion / dilution
percentages are greater. Poconos management
estimates subject to
further refinement Note: Adjusted Free Cash Flow computed as Adjusted EBITDA minus Capital Expenditures for purposes of above illustrative calculations.
1. Poconos projections per Poconos management. 2. Reflects (i) diluted share count as of 6/30/19 and (ii) ratable annual vesting of ~0.4 million restricted stock units outstanding over three years
following the Company's emergence from bankruptcy. For
illustrative purposes, assumes the Company's share price of $16.13 as of 8/28/19 remains unchanged following the Stock Splits and the Company's existing warrants and stock options are consequently out-of- the-money over the projection period. Per Poconos management. 3. Reflects Poconos management estimate subject to further refinement. 4. Per Poconos management, does not include potential incremental cost savings from alteration of directors and officers insurance post-Stock
Splits. 5.
Excludes non-recurring advisory, accounting and filing fees associated with
effecting the Stock Splits estimated at $775,000, per Poconos management.
6. Per shareholder roster provided by Poconos management. Assumes (i) only those shareholders with less than one share after the Reverse Split are
cashed out and (ii) a reverse stock split ratio of 1:50. 7.
Computed as (i) difference between Pro Forma Adjusted Free Cash Flow per Share and Status Quo Adjusted Free Cash Flow per Share, divided by (ii) Status Quo Adjusted Free Cash Flow per Share. Sources: Poconos management and Capital IQ. 8 (shares outstanding and dollars in millions, except per share values) Calendar Year Ending December 31, 2019E 2020E 2021E Adjusted EBITDA $123.4 $176.7 $203.8 Capital Expenditures (91.8) (104.3) (109.5) Status Quo Adjusted Free Cash Flow [1] $31.5 $72.4 $94.3 Status Quo Diluted Shares Outstanding [2] 15.0 15.2 15.3 Status Quo Adjusted Free Cash Flow per Share $2.10 $4.77 $6.16 Identified Public Company Cost Savings [3] [4] 0.1 0.8 0.8 Net Pre-Tax Stock Splits Cost Savings [5] 0.1 0.8 0.8 Pro Forma Adjusted Free Cash Flow $31.6 $73.2 $95.1 Status Quo Diluted Shares Outstanding [2] 15.04 15.17 15.30 Cashed-Out Shares [6] (0.03) (0.03) (0.03) Adjusted Diluted Common Shares Outstanding 15.02 15.15 15.27 Pro Forma Adjusted Free Cash Flow per Share $2.10 $4.83 $6.23 Implied Accretion / (Dilution) [7] 0.4% 1.3% 1.0% |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Illustrative Accretion / Dilution Calculations (cont.) Earnings per Share Poconos earnings per share is calculated to increase in CY 2020E and CY 2021E. Implied accretion / dilution is not meaningful in CY 2019E due to negative forecasted net income.
1. Poconos projections per Poconos management. 2. Reflects (i) diluted share count as of 6/30/19 and (ii) ratable annual vesting of ~0.4 million restricted stock units outstanding over three years
following the Company's emergence from bankruptcy. For
illustrative purposes, assumes the Company's share price of $16.13 as of 8/28/19 remains unchanged following the Stock Splits and the Company's existing warrants and stock options are consequently out-of- the-money over the projection period. Per Poconos management. 3. Reflects Poconos management estimate subject to further refinement. 4. Per Poconos management, does not include potential incremental cost savings from alteration of directors and officers insurance post-Stock
Splits. 5.
Excludes non-recurring advisory, accounting and filing fees associated with
effecting the Stock Splits estimated at $775,000, per Poconos management.
6. Reflects (i) periodic effective tax rates based on actual cash taxes projected for each period, per Poconos management, multiplied by (ii) Net
Pre-Tax Stock Splits Cost Savings. 7.
Per shareholder roster provided by Poconos management. Assumes (i) only those shareholders with less than one share after the Reverse Split are cashed out and (ii) a reverse stock split ratio of 1:50. 8. Computed as (i) difference between Pro Forma Earnings / (Loss) per Share and Status Quo Earnings / (Loss) per Share, divided by (ii) Status Quo
Earnings / (Loss) per Share. Not meaningful figure in CY 2019E due to
negative status quo and pro forma net income. Sources: Poconos management
and Capital IQ. Poconos management
estimates subject to
further refinement 9 (shares outstanding and dollars in millions, except per share values) Calendar Year Ending December 31, 2019E 2020E 2021E Status Quo Net Income [1] ($92.1) $55.3 $67.5 Status Quo Diluted Shares Outstanding [2] 15.0 15.2 15.3 Status Quo Earnings / (Loss) per Share ($6.12) $3.64 $4.41 Identified Public Company Cost Savings [3] [4] 0.1 0.8 0.8 Net Pre-Tax Stock Splits Cost Savings [5] 0.1 0.8 0.8 Incremental Taxes [6] (0.0) (0.1) (0.1) Pro Forma Net Income ($92.1) $55.9 $68.2 Status Quo Diluted Shares Outstanding [2] 15.04 15.17 15.30 Cashed-Out Shares [7] (0.03) (0.03) (0.03) Adjusted Diluted Common Shares Outstanding 15.02 15.15 15.27 Pro Forma Earnings / (Loss) per Share ($6.13) $3.69 $4.46 Implied Accretion / (Dilution) [8] NMF 1.4% 1.2% |
1. Executive Summary 2. Additional Considerations Selected Illustrative Accretion / Dilution Calculations Selected Post-Restructured Company Market Observations Selected Illustrative Precedent "Going-Dark" Transaction Observations
3. Appendix 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Post-Restructured Company Market Observations Selected Oilfield Services Company Performance Post Chapter 11 Emergence Indexed Share Price Performance Post Re-Listing Indexed Share Price Performance Post Re-Listing Date of Chapter 11 Filing July 20, 2016 Obligations at Date of Chapter 11 Filing Total Obligations ~$1,687.3 million Secured Obligations ~$1,372.8 million Unsecured Obligations ~$314.4 million Date of Emergence from Chapter 11 January 6, 2017 Share Price Return Since Re-Listing (January 12, 2017) -76.7% Date of Chapter 11 Filing October 20, 2016 Obligations at Date of Chapter 11 Filing Total Obligations ~$1,043.9 million Secured Obligations ~$353.5 million Unsecured Obligations ~$690.4 million Date of Emergence from Chapter 11 December 15, 2016 Share Price Return Since Re-Listing (December 16, 2017) -95.6% Sources: Capital IQ as of 8/28/19 and public filings. (dollars in millions) 0% 20% 40% 60% 80% 100% 120% 140% 160% Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Jul-19 0% 20% 40% 60% 80% 100% 120% 140% 160% Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 27.2% 2.6% -67.1% -76.7% 27.9% 2.6% -66.9% -95.6% Restructured Company S&P 500 Index WTI Spot Price Oilfield Services Index (OSX) 11 |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Post-Restructured Company Market Observations
(cont.)
Selected Oilfield Services Company Performance Post Chapter 11 Emergence
Date of Chapter 11 Filing October 25, 2016 Obligations at Date of Chapter 11 Filing Total Obligations ~$1,100.0 million Secured Obligations ~$215.2 million Unsecured Obligations ~$884.8 million Date of Emergence from Chapter 11 December 26, 2016 Share Price Return Since Re-Listing (December 27, 2016) -96.3% Date of Chapter 11 Filing May 1, 2017 Obligations at Date of Chapter 11 Filing Total Obligations ~$528.9 million Secured Obligations ~$480.8 million Unsecured Obligations ~$48.0 million Date of Emergence from Chapter 11 August 7, 2017 Share Price Return Since Re-Listing (October 12, 2017) -75.6% Indexed Share Price Performance Post Re-Listing Indexed Share Price Performance Post Re-Listing (dollars in millions) 0% 20% 40% 60% 80% 100% 120% 140% 160% Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 0% 40% 80% 120% 160% 200% Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 27.3% 0.9% -67.1% -96.3% 13.2% 8.5% -54.9% -75.6% Sources: Capital IQ as of 8/28/19 and public filings. Restructured Company S&P 500 Index WTI Spot Price Oilfield Services Index (OSX) 12 |
1. Executive Summary 2. Additional Considerations Selected Illustrative Accretion / Dilution Calculations Selected Post-Restructured Company Market Observations Selected Illustrative Precedent "Going-Dark" Transaction Observations
3. Appendix 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Illustrative % of Shares Oustanding Cashed Out in Stock Splits [3] 0.100% 0.175% [4] 0.284% [5] 0.350% 0.400% $18.00 0.012% 0.020% 0.033% 0.041% 0.047% $21.00 0.030% 0.053% 0.086% 0.106% 0.121% $24.00 0.049% 0.086% 0.139% 0.172% 0.196% $27.00 0.068% 0.118% 0.192% 0.237% 0.271% $30.00 0.086% 0.151% 0.245% 0.303% 0.347% Effect of Premium on Continuing Stockholder Value Illustrative Calculations Effect of Premium on Continuing Stockholder Value Based on % of Cashed Out Shares [2] [3]
1. As of 8/28/19. 2. Effect of Premium on Continuing Stockholders computed as: ((Cash-Out Price per Share - Current Market Trading Price per Share) * Shares Repurchased) / (Current Market Capitalization Computed Transaction Value). 3. Pre Stock-Splits Shares and dilutive securities per Poconos management and public filings. Includes (i) 15.0 million shares outstanding as of
6/30/19 and (ii) dilutive impact of 2.6 million warrants, to the extent
in-the-money. Does not include dilutive impact of 0.4 million unvested options
and 0.4 million unvested restricted stock units. Per Poconos management.
4. Reflects estimated percentage of shares associated with Cashed-Out Stockholders, assuming (i) only those shareholders with less than one share
after the Reverse Split are cashed out and (ii) a 1:50 reverse stock
split ratio, per Poconos management. 5.
Reflects estimated percentage of shares associated with Cashed-Out Stockholders,
assuming (i) only those shareholders with less than one share after the Reverse Split are cashed out and (ii) a 1:100 reverse stock split ratio per, per Poconos management. Sources: Poconos management and Capital IQ. Effect of Premium on Continuing Stockholder Value Calculations (shares outstanding and dollars in millions, except per share values) A B D C D = C ÷ (A B) Stock Splits Calculations Computed Transaction Value $1.0 Implied Aggregate Premium Paid $0.3 Effect of Premium on Continuing Stockholders 0.139% 14 Market-Derived Inputs [1] Total Diluted Shares Outstanding [3] 15.0 Closing per Share Stock Price $16.13 Market Capitalization $242.7 |
Selected
Illustrative Going-Dark Transactions Selected Transaction
and Benchmarking Observations Implied One-Day Cash-Out Premiums Paid
[1] Shares Repurchased as % of Outstanding
Implied Effect of Premium [2] [3]
0.1% 0.2% 0.3% 1.5% 4.8% 6.5% 7.7% 0.0% 2.5% 5.0% 7.5% 10.0% 12.5% 15.0% Low Poconos - 1:50 Ratio [4] Poconos - 1:100 Ratio [4] 25th Percentile Median Mean 75th Percentile High 0.0% 0.2% 0.2% 0.3% 0.5% 1.6% 1.9% 0.0% 2.5% 5.0% 7.5% 10.0% Low Poconos - 1:50 Ratio [4] Poconos - 1:100 Ratio [4] 25th Percentile Median 75th Percentile Mean High 53.3% 41.9% At an illustrative cash-out price of $24 to $30 per share, the implied one-day premium would be ~49% to 86%, which is among the highest of the observed selected precedent going-dark transactions premia. However, as the shares repurchased as a % of shares outstanding is among the lowest of the selected precedent transactions, the resulting effect of the premium on continuing stockholders is also among the lowest (even at the high end of the illustrative cash-out price per share range). 15 1.7% 3.7% 10.9% 12.6% 15.5% 19.0% 21.7% 24.1% 27.6% 39.0% 52.2% 119.0% 0.0% 25.0% 50.0% 75.0% 100.0% 125.0% 5th Percentile 10th Percentile 20th Percentile 30th Percentile 40th Percentile 50th Percentile 60th Percentile 70th Percentile 80th Percentile 90th Percentile 95th Percentile Max 1.
Reflects Cash-Out Price per Share divided by One-Day Pre-Announcement Share
Price. 2.
Computed as: ((Cash-Out Price per Share - Current Market Trading Price per
Share) * Shares Repurchased) / (Current Market Capitalization Computed Transaction Value).
3. Excludes transactions for
which premiums were negative and China Housing and Land Development, Inc.
4.
Based on (i) market data as of 8/28/19, (ii) illustrative cash out
price per share of $30.00 and (iii) assumption that only those shareholders with less than one share after the Reverse Split are cashed out. Per Poconos management. Sources: Poconos management, Capital IQ, public filings and press releases. CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Effect of Premium on Continuing Stockholders Effect of Premium on Continuing Stockholders 1:50 Reverse Stock Split Ratio [1] [2] 1. Effect of Premium on Continuing Stockholders computed as: ((Cash-Out Price per Share - Current Market Trading Price per Share) * Shares Repurchased) / (Current Market Capitalization Computed Transaction Value. ). Shares and dilutive securities per Poconos management and public filings. Includes (i) 15.0 million shares outstanding as of
6/30/19 and (ii) dilutive impact of 2.6 million warrants, to the extent
in-the-money. Does not include dilutive impact of 0.4 million unvested options and 0.4 million unvested restricted stock units, per Poconos management 2. Reflects estimated percentage of shares associated with Cashed-Out Stockholders, assuming (i) only those shareholders with less than one share
after the Reverse Split are cashed out and (ii) a 1:50 reverse stock split
ratio per, per Poconos management. 3.
As of 8/28/19. 4. Reflects estimated percentage of shares associated with Cashed-Out Stockholders, assuming (i) only those shareholders with less than one share
after the Reverse Split are cashed out and (ii) a 1:100 reverse stock
split ratio per, per Poconos management. Sources: Poconos management and
Capital IQ. Effect of Premium on Continuing Stockholders
1:100 Reverse Stock Split Ratio [1] [4]
16 Illustrative Pre-Stock Splits Announcement Market Trading Price [3] -20.0% -10.0% Current [3] +10.0% +20.0% $18.00 0.069% 0.042% 0.020% 0.003% -0.012% $21.00 0.110% 0.078% 0.053% 0.032% 0.015% $24.00 0.151% 0.115% 0.086% 0.062% 0.042% $27.00 0.192% 0.151% 0.118% 0.092% 0.069% $30.00 0.233% 0.188% 0.151% 0.121% 0.097% Illustrative Pre-Stock Splits Announcement Market Trading Price [3] -20.0% -10.0% Current [3] +10.0% +20.0% $18.00 0.113% 0.068% 0.033% 0.004% -0.020% $21.00 0.179% 0.127% 0.086% 0.052% 0.024% $24.00 0.245% 0.186% 0.139% 0.100% 0.068% $27.00 0.312% 0.245% 0.192% 0.149% 0.113% $30.00 0.378% 0.304% 0.245% 0.197% 0.157% |
1. Executive Summary 2. Additional Considerations 3. Appendix Additional Illustrative Precedent "Going-Dark" Transactions Detail Glossary of Selected Terms 4. Disclaimer |
1. Executive Summary 2. Additional Considerations 3. Appendix Additional Illustrative Precedent "Going-Dark" Transactions Detail Glossary of Selected Terms 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Illustrative Precedent Going-Dark Transactions 1. Reflects closing share price one-day prior to transaction announcement, per public filings.
2. Computed as Cash-Out Price per Share, divided by One-Day Pre-Announcement Share Price.
3. Computed as: ((Cash-Out Price per Share - One-Day Pre-Announcement Share Price) * Shares Repurchased) / (Market Capitalization at Announcement - Transaction Value). 4. Over 12 months preceding transaction announcement, per Capital IQ. * Excluded from summary statistics calculations. Sources: Capital IQ, public filings and press releases. Shares One-Day Pre- Average Daily Trading Estimated Repurchased Market Cash-Out One-Day Pre- Implied One- Implied Announcement Volume As % of Transaction Shares Public Float as a % of Capitalization at Price per Announcement Day Cash-Out Effect of Share Price as a % Shares Estimated Announced Going-Dark Entity Value Outstanding Shares % Outstanding Announcement Share Share Price [1] Premium [2] Premium [3] of 52-Week High Outstanding [4] Public Float [4] Dynasil Corporation of America $1.7 17.5 8.2 47.0% 8.3% $18.3 $1.15 $1.09 5.5% 0.5% 68.1% 0.1% 0.3% Paybox Corp. $0.1 13.2 5.4 41.1% 1.0% $5.9 $0.40 $0.36 11.1% 0.1% 47.7% 0.0% 0.0% Onstream Media Corporation $0.1 23.8 20.7 86.9% 2.8% $4.8 $0.20 $0.20 0.0% 0.0% 45.5% 0.1% 0.1% Speed Commerce, Inc. $0.0 96.6 72.4 74.9% 0.1% $2.7 $0.01 $0.03 -70.5% * -0.1% * 2.8% 0.1% 0.1% Champion Industries, Inc. $0.0 11.3 5.0 44.1% 0.8% $2.8 $0.30 $0.25 20.0% 0.2% 50.0% 0.0% 0.0% China Housing and Land Development, Inc. $8.8 7.0 3.5 50.4% 41.6% $11.1 $3.00 $1.37 119.0% 206.2% * 35.3% NA NA Kansas City Life Insurance Company $30.1 10.6 3.1 29.5% 5.4% $463.8 $52.50 $42.53 23.4% 1.3% 84.0% 0.1% 0.3% The Monarch Cement Company $3.0 4.0 2.1 53.8% 2.5% $68.6 $30.00 $26.41 13.6% 0.5% 96.7% 0.0% 0.1% Emtec, Inc. $1.1 18.2 4.1 22.8% 5.5% $17.1 $1.05 $1.10 -4.5% * -0.3% * 89.4% 0.1% 0.2% DGT Holdings Corp. $4.7 3.9 3.9 100.0% 9.0% $45.6 $13.50 $11.66 15.8% 1.6% 87.0% NA NA CoSine Communications Inc. (nka: WebFinancial Holding LLC) $0.0 10.1 6.3 62.0% 0.2% $18.9 $2.24 $1.87 19.8% 0.0% 91.2% 0.1% 0.2% EDCI Holdings, Inc. $2.1 6.7 5.7 85.4% 6.1% $27.0 $5.00 $4.02 24.4% 1.6% 62.3% 0.4% 0.4% Regency Affiliates, Inc. $0.1 3.4 1.3 36.8% 0.6% $11.7 $6.00 $3.37 78.0% 0.4% 74.9% 0.1% 0.2% Boss Holdings, Inc. $0.4 2.1 0.8 37.8% 2.4% $13.1 $7.65 $6.20 23.4% 0.6% 75.2% 0.0% 0.1% MAXXAM Inc. $1.7 4.6 NA NA 3.5% $49.5 $10.77 $9.35 15.2% 0.5% 47.0% 0.0% NA Cuisine Solutions, Inc. $1.5 17.6 4.9 27.7% 6.7% $16.2 $1.30 $0.95 36.8% 2.8% 35.8% 0.1% 0.3% Capital Properties, Inc. $0.3 3.3 0.8 23.2% 0.4% $75.1 $25.00 $23.12 8.2% 0.0% 70.4% 0.1% 0.3% Gouverneur Bancorp, Inc. $0.1 2.3 0.8 35.0% 0.3% $18.7 $10.00 $8.06 24.1% 0.1% 40.3% 0.1% 0.2% Peoples-Sidney Financial Corporation $1.3 1.4 1.1 77.9% 7.0% $16.4 $13.47 $12.00 12.3% 0.9% 80.0% 0.1% 0.1% First Bancorp of Indiana, Inc. $0.4 1.8 1.3 72.6% 1.4% $21.4 $14.00 $12.00 16.7% 0.2% 64.4% 0.1% 0.1% Oregon Pacific Bancorp $0.3 2.2 1.8 80.6% 0.9% $20.0 $13.00 $9.05 43.6% 0.4% 72.4% 0.1% 0.1% Peoples Bancorp $2.9 3.1 3.0 95.8% 5.6% $44.2 $16.75 $14.20 18.0% 1.1% 70.0% 0.1% 0.1% CB Financial Corporation $1.3 1.1 0.9 84.1% 6.2% $17.1 $20.00 $16.00 25.0% 1.7% 96.4% 0.1% 0.1% Jaclyn, Inc. $3.1 2.5 1.6 66.2% 12.4% $19.1 $10.21 $6.00 70.2% 8.1% 42.1% 0.4% 0.5% Citizens Financial Corporation $1.2 1.6 1.1 66.9% 10.7% $7.0 $7.25 $6.54 10.9% 2.1% 95.6% 0.0% 0.0% PSB Group, Inc. $3.1 3.1 3.0 96.0% 4.8% $58.3 $21.00 $15.15 38.6% 1.6% 75.8% 0.1% 0.1% Northway Financial, Inc. $4.9 1.5 1.2 78.4% 8.7% $50.3 $37.50 $30.11 24.5% 2.1% 78.0% 0.2% 0.2% Monarch Community Bancorp, Inc. $2.8 2.5 2.1 84.2% 8.1% $31.6 $13.50 $10.60 27.4% 2.1% 81.5% 0.0% 0.1% Ohio State Bancshares, Inc. $1.9 0.2 0.1 75.2% 10.6% $17.2 $95.00 $92.25 3.0% 0.4% 97.9% 0.4% 0.6% Meritage Hospitality Group, Inc. $0.2 5.4 0.6 10.9% 0.6% $25.4 $5.25 $4.67 12.4% 0.1% 94.3% 0.1% 0.7% 7/22/10 5/2/19 8/8/14 5/6/13 12/14/12 8/30/10 7/27/15 9/29/15 12/22/16 12/20/16 2/16/16 1/18/16 12/5/07 3/1/10 8/26/09 8/24/09 5/27/09 8/4/08 6/30/08 4/14/08 2/29/08 1/2/08 12/28/07 10/25/07 10/6/06 7/2/07 5/24/07 4/16/07 2/16/07 1/12/07 19 |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Selected Illustrative Precedent Going-Dark Transactions (cont.) 1. Reflects closing share price one-day prior to transaction announcement, per public filings.
2. Computed as Cash-Out Price per Share, divided by One-Day Pre-Announcement Share Price.
3. 4. Over 12 months preceding transaction announcement, per Capital IQ. * Excluded from summary statistics calculations. Sources: Capital IQ, public filings and press releases. Shares One-Day Pre- Average Daily Trading Estimated Repurchased Market Cash-Out One-Day Pre- Implied One- Implied Announcement Volume As % of Transaction Shares Public Float as a % of Capitalization at Price per Announcement Day Cash-Out Effect of Share Price as a % Shares Estimated Announced Going-Dark Entity Value Outstanding Shares % Outstanding Announcement Share Share Price [1] Premium [2] Premium [3] of 52-Week High Outstanding [4] Public Float [4] Pegasus Communications Corporation (nka: The Pegasus Companies, $0.3 13.2 3.5 26.4% 0.6% $26.2 $3.25 $2.25 44.4% 0.3% 40.3% 0.0% 0.0% Advanced Nutraceuticals, Inc. (nka: Bactolac Pharmaceutical, Inc.) $0.7 4.7 1.4 29.0% 3.6% $16.8 $4.00 $3.78 5.8% 0.2% 75.8% NA NA Harbor Bankshares Corporation $0.4 0.7 0.4 65.4% 1.8% $16.4 $31.00 $25.50 21.6% 0.4% 100.0% 0.1% 0.1% Mestek, Inc. $9.6 8.7 1.4 16.6% 7.2% $109.9 $15.24 $12.51 21.8% 1.7% 47.0% 0.1% 0.4% Home City Financial Corporation $0.5 0.8 0.7 83.6% 3.7% $12.7 $17.10 $15.28 11.9% 0.5% 91.7% 0.1% 0.1% Collins Industries, Inc. $0.6 6.6 4.7 71.3% 1.2% $44.5 $7.70 $6.75 14.1% 0.2% 90.0% 0.2% 0.2% County Bank Corp $2.9 1.1 0.9 84.5% 4.9% $60.0 $55.00 $53.70 2.4% 0.1% 92.6% 0.1% 0.1% Yadkin Valley Company $1.0 0.2 0.1 36.2% 7.2% $10.1 $78.00 $56.00 39.3% 3.2% 99.0% NA NA First Citizens Bancorporation, Inc. $29.6 0.9 0.1 11.8% 4.7% $517.5 $735.00 $590.00 24.6% 1.2% 94.4% 0.0% 0.1% FirstFed Bancorp, Inc. $14.3 2.4 1.4 58.1% 53.3% $22.0 $11.00 $8.51 29.3% 41.9% 91.1% 0.1% 0.1% Illini Corporation $1.8 0.5 0.4 67.5% 8.4% $21.1 $40.50 $39.05 3.7% 0.3% 99.5% 0.2% 0.3% Iowa First Bancshares Corp. $2.5 1.4 1.2 87.8% 4.7% $47.7 $38.00 $34.25 10.9% 0.5% 84.6% 0.1% 0.1% Cherokee Banking Company $2.4 1.2 0.9 74.9% 11.0% $19.3 $17.75 $15.50 14.5% 1.8% 91.2% 0.1% 0.1% FC Banc Corp. $1.9 0.7 0.6 88.2% 9.9% $16.8 $29.12 $28.10 3.6% 0.4% 73.9% 0.2% 0.3% Guaranty Bancshares, Inc. $1.5 2.8 1.3 44.9% 2.2% $107.3 $24.00 $19.35 24.0% 0.3% 75.9% 0.1% 0.2% FFD Financial Corporation $1.5 1.9 1.6 83.4% 4.1% $17.8 $19.00 $15.45 23.0% 1.7% 92.2% 0.1% 0.1% Home Loan Financial Corp. $2.3 1.7 1.1 66.7% 6.4% $26.9 $20.75 $15.90 30.5% 2.1% 72.7% 0.1% 0.1% Community Investors Bancorp, Inc. $0.6 1.1 0.7 67.1% 3.8% $13.9 $15.00 $13.25 13.2% 0.5% 82.8% 0.2% 0.3% United Tennessee Bankshares, Inc. $5.7 1.1 0.7 62.4% 23.7% $24.9 $22.00 $18.26 20.5% 5.1% 85.9% 0.1% 0.1% BF Enterprises Inc. $2.6 3.5 1.2 35.1% 8.2% $30.1 $8.95 $7.50 19.3% 1.5% 85.1% 0.1% 0.2% Mercury Air Group, Inc. $0.8 3.1 0.1 2.0% 6.3% $10.6 $4.00 $3.36 19.0% 1.2% 37.4% 0.4% 20.7% Northeast Indiana Bancorp, Inc. $0.4 1.4 1.3 93.0% 1.3% $29.4 $23.50 $20.00 17.5% 0.2% 86.2% 0.2% 0.2% Lynch Interactive Corporation (nka: LICT Corporation) $0.3 2.8 NA NA 0.3% $66.0 $29.00 $24.99 16.0% 0.1% 76.3% 0.0% NA ASB Financial Corp. $2.0 1.7 1.4 84.8% 5.1% $37.4 $23.00 $20.65 11.4% 0.6% 70.6% 0.1% 0.1% First Manitowoc Bancorp, Inc. (nka: Bank First Corporation) $2.1 6.9 NA NA 1.5% $105.8 $19.60 $15.25 28.5% 0.4% 93.8% 0.0% NA Low $0.0 0.2 0.1 2.0% 0.1% $2.7 $0.0 $0.03 0.0% 0.0% 2.8% 0.0% 0.0% 25th Percentile $0.4 1.4 0.8 36.7% 1.5% $16.4 $5.6 $4.34 12.3% 0.3% 66.3% 0.1% 0.1% Median $1.5 2.8 1.3 66.5% 4.8% $21.1 $14.0 $12.00 19.3% 0.5% 78.0% 0.1% 0.1% Mean $3.0 6.4 3.7 59.4% 6.5% $47.5 $31.4 $26.10 22.9% 1.9% 74.2% 0.1% 0.6% 75th Percentile $2.7 6.7 3.2 83.4% 7.7% $45.0 $23.8 $20.32 24.6% 1.6% 91.2% 0.1% 0.3% High $30.1 96.6 72.4 100.0% 53.3% $517.5 $735.0 $590.00 119.0% 41.9% 100.0% 0.4% 20.7% 1/26/06 8/15/06 5/16/06 5/2/06 3/31/06 11/2/05 10/7/05 7/22/05 9/13/05 9/8/05 8/19/05 5/17/05 10/3/05 2/25/05 4/14/05 3/31/05 3/22/05 3/16/05 3/11/05 3/3/05 5/18/05 7/1/05 6/24/05 6/7/05 5/24/05 20 Computed as: ((Cash-Out Price per Share - One-Day Pre-Announcement Share Price) * Shares Repurchased) / (Market Capitalization at
Announcement - Transaction Value). |
1. Executive Summary 2. Additional Considerations 3. Appendix Additional Illustrative Precedent "Going-Dark" Transactions Detail Glossary of Selected Terms 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Glossary of Selected Terms Definition Description Adjusted EBITDA Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-
recurring items Cashed-Out Stockholders Stockholders of record owning less than a yet-to-be-determined number of shares immediately prior to the
contemplated reverse stock split of the common stock of Poconos Continuing Stockholders Stockholders of record owning greater than a yet-to-be-determined number of shares immediately prior to the
contemplated reverse stock split of the common stock of Poconos
CY Calendar Year E Estimated Forward Split NA Not available NMF Not meaningful figure Reverse Split Stock Splits Collectively, the reverse split and forward split WTI West Texas Intermediate crude oil 22 The contemplated reverse stock split of the common stock of Poconos
The contemplated forward stock split of the remaining shares of
Poconos common stock immediately following the consummation of the
contemplated reverse stock split of the common stock of Poconos |
1. Executive Summary 2. Additional Considerations 3. Appendix 4. Disclaimer |
CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Disclaimer 24 This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the
materials), are provided solely for the information of the
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Disclaimer (cont.)
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