Applied Digital Solutions Enters Agreement to Satisfy $10.5 Million Convertible Debentures Originally Issued on June 30, 2003.Business Editors/High-Tech Writers PALM BEACH, Fla.--(BUSINESS WIRE)--Nov. 12, 2003 Conversion to Equity Reduces Debt, Interest Expense and Improves Balance Sheet Applied Digital Solutions, Inc. (Nasdaq: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ), an advanced technology development company, announced today that it has entered into an agreement with the holders of the Company's $10.5 million convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. that were issued on June 30, 2003. Under the terms of the agreement, over 90 percent of the outstanding debentures will immediately be converted into approximately 26 million shares of the Company's common stock (significantly fewer than 52.8 million shares that were registered for the conversion of, and payments associated with, the original debentures). The agreement also requires the holders of the debentures to convert the remaining debentures on or before November 26, 2003, provided that the average of the volume weighted average trading price Trading price The price at which a security is currently selling. of the Company's common stock equals or exceeds $.42 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. for a designated period. "This conversion simplifies our capital structure and improves our balance sheet," said Scott R. Silverman, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Applied Digital Solutions. "We expect the remainder to convert on or before November 26. This allows the Company to continue to strengthen its balance sheet by converting approximately $10.5 million of debt into equity and improves cash flow by approximately $5 million per year for the next two years. This will significantly enhance cash flow and earnings. "By reaching this agreement, we also preserve our existing ownership position in Digital Angel Corporation (AMEX AMEX See: American Stock Exchange : DOC). The original debenture transaction included conversion provisions for Digital Angel shares as well as Applied Digital shares. This new agreement, in essence, negates any material dilution of our Digital Angel ownership. Due to the recent positive changes at that company, with the announced acquisition of OuterLink and the appointment of Van Chu as CEO, we are very pleased to maintain this position." About Digital Angel Corporation On March 27, 2002, Digital Angel Corporation completed a merger with Medical Advisory Systems, Inc., which for two decades has operated a 24/7, physician-staffed response center in Owings, Maryland Owings is a census-designated place (CDP) in Calvert County, Maryland, United States. The population was 1,325 at the 2000 census. Geography Owings is located at (38.711919, -76.603901)GR1. . Prior to the merger, Digital Angel Corporation was a 93% owned subsidiary of Applied Digital Solutions, Inc. (Nasdaq: ADSX), which now is the majority owner of the company. Digital Angel(TM) technology represents the first-ever combination of advanced sensors and Web-enabled wireless telecommunications linked to Global Positioning Systems Global Positioning System: see navigation satellite. Global Positioning System (GPS) Precise satellite-based navigation and location system originally developed for U.S. military use. (GPS). By utilizing advanced sensor capabilities, Digital Angel is able to monitor key functions -- such as ambient temperature Outside temperature at any given altitude, preferably expressed in degrees centigrade. and physical movement -- and transmit that data, along with accurate emergency location information, to a ground station or monitoring facility. The company also invented, manufactures and markets implantable identification microchips the size of a grain of rice for use in humans, companion pets, fish, and livestock. Digital Angel Corp. owns the patents for its inventions in all applications of the implantable microchip technology About Applied Digital Solutions, Inc. Applied Digital Solutions is an advanced technology development company that focuses on a range of life-enhancing, personal safeguard technologies, early warning alert systems, miniaturized power sources and security monitoring systems combined with the comprehensive data management services required to support them. Through its Advanced Technology Group, the company specializes in security-related data collection, value-added data intelligence and complex data delivery systems for a wide variety of end users including commercial operations, government agencies and consumers. Applied Digital Solutions is the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of a majority position in Digital Angel Corporation. For more information, visit the company's website at http://www.adsx.com. Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. |
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