American Vantage Companies Announces Closing of the Acquisition for the National Recruiting and Temporary Placement Firm of Candidates on Demand Group, LLC.LAS VEGAS Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. & NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- American Vantage Companies ("AVCS AVCS Advanced Vehicle Control System AVCS Advanced Vidicon Camera System AVCS Automatic Vehicle Control Systems AVCS Active Vibration Control System AVCS Attitude and Velocity Control Subsystem AVCS Air Vehicle Control System AVCS Active Valve Control System " or the "Company") (AVCS.OB) today announced that, effective September 14, 2007, it closed the acquisition of Candidates on Demand Group, Inc. ("COD"), a national recruiting and temporary placement firm headquartered in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. (www.codgi.com). The acquisition of COD includes COD Consulting Services, Inc. and DealSplit, Inc. As previously announced, for calendar years 2006 and 2005, COD had audited revenues of $10.9 million and $7.8 million and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become of $859,000 and $937,000, respectively. COD began operations in 2002 and employs a staff of approximately 150 people with regional offices in New York; North Palm Beach, Florida North Palm Beach is an incorporated village in Palm Beach County, Florida, United States. The population was 12,064 at the 2000 census. As of 2004, the population recorded by the U.S. Census Bureau is 12,645. ; Dallas, Texas; Melville, New York Melville is a hamlet and census-designated place in the town of Huntington in Suffolk County on Long Island, New York, in the United States. As of the 2000 census, 14,533 people resided there. ; Westchester County, New York '' Westchester County is a primarily suburban county located in the U.S. state of New York with about 950,000 residents. It is part of the New York Metropolitan Area. It was named after Chester, in England, and the county seat is White Plains. ; and Lyndhurst, New Jersey Lyndhurst is a township in Bergen County, New Jersey, United States. As of the United States 2000 Census, the township population was 19,383. Lyndhurst was originally formed as Union Township on February 19, 1852 from portions of Harrison Township. . Michael C. Woloshin, the sole shareholder of COD, will continue in his role as Chief Executive Officer and will be responsible for day-to-day operations. Andrew D. Walcott, CPA (Computer Press Association, Landing, NJ) An earlier membership organization founded in 1983 that promoted excellence in computer journalism. Its annual awards honored outstanding examples in print, broadcast and electronic media. The CPA disbanded in 2000. , Esq. will serve as COD's Chief Financial Officer and Eric S. Fishkind will continue as COD's Executive Vice President, as well as Manager of the North Palm Beach office. COD's extended customer base includes Fortune 500 companies with operations in the IT, legal, accounting, financing and engineering disciplines. COD was recently ranked as one of the fastest growing recruiting firms in New York according to Crain's New York Business Magazine. COD's extended plans include increasing its existing recruiting staff, as well as potentially opening offices in Boston, Atlanta, Chicago, Los Angeles, Raleigh, Philadelphia and Phoenix. In consideration of the acquisition of the COD business, the Company paid Mr. Woloshin $500,000 in cash, issued 500,000 shares of the Company's common stock and delivered a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. in the amount of $1.5 million. The Company will also issue to Mr. Woloshin up to an additional 2,500,000 shares of the Company's common stock and deliver to Mr. Woloshin a second contingent promissory note in the amount of $1.5 million. The additional shares of the Company's common stock and the $1.5 million contingent promissory note are contingent upon COD attaining certain 2007, 2008 and 2009 pretax income pretax income Reported income before the deduction of income taxes. Pretax income is sometimes considered a better measure of a firm's performance than aftertax income because taxes in one period may be influenced by activities in earlier periods. benchmarks increasing from $1,000,000 to $4,000,000. Related to the acquisition the Company was required to provide a corporate guarantee on COD's existing lines of credit and notes with J.P. Morgan Chase in an amount up to $3.4 million. The current amount outstanding on these borrowings is approximately $800,000. A seven-year voting agreement between Mr. Woloshin and AVCS provides that Mr. Woloshin will vote any and all Company common stock owned by him as directed by the Company's Board of Directors. AVCS has also agreed to enter into a five-year employment agreement with Mr. Woloshin pursuant to which he will continue to serve as COD's Chief Executive Officer. American Vantage Companies continues to pursue potential strategic acquisition and development strategies in industries that include gaming, lifestyle and recruiting and/or temporary placement. However, no assurance can be given that the Company will successfully acquire other businesses or, if acquired, that such businesses will prove to be profitable. Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by words such as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Such statements and all phases of American Vantage Companies' operations are subject to known and unknown risks, uncertainties and other factors, including overall economic conditions and other factors and uncertainties as are identified in American Vantage Companies' Form 10-KSB for the year ended December 31, 2005 as well as the company's filings under the Investment Company Act of 1940. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. American Vantage Companies' actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company undertakes no obligation to update the forward-looking statements in this press release. This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. by the Securities and Exchange Commission. Included at the end of this press release is a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting as well as certain Regulation G disclosures. The following table reconciles COD's EBITDA to net income:
<
Year Ended December 31, 2006
<
Net income <
$ 734,000
Add back: <
Interest (net) <
74,000
Depreciation and amortization <
51,000
<
EBITDA <
$ 859,000
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