SAN DIEGO, July 22, 2010 (GLOBE NEWSWIRE) -- GreenHouse Holdings, Inc. (OTCBB:GRHU) ("GreenHouse"), a San Diego, California-based integrated energy solutions provider and developer of eco-friendly infrastructure, today announced the signing of a definitive acquisition agreement to purchase Life Protection, Inc. (LPI). LPI provides innovative training, support, design and construction of facilities and services to meet the needs of the U.S. Government, Military, and law enforcement agencies. The acquisition is expected to be accretive to the 2010 earnings and will provide GreenHouse with an estimated revenue contribution in excess of $2 million for 2010. GreenHouse will issue 1,118,750 new shares of common stock to acquire LPI.
LPI, and its subsidiary, LPI R.O.A.D. House, have generated approximately $4 million in unaudited, consolidated revenue in the first half of 2010. LPI is the sole provider to the U.S. Military of Dyneema® for use in construction projects. Dyneema® is a synthetic fiber-based polyethylene, which is 15 times stronger than steel and is incredibly versatile with virtually limitless applications for construction purposes. LPI has also built the government's first LEED (Leadership in Energy Efficiency and Design) Gold training facility and owns significant targeting technology for military training. LPI CEO Brigadier General Floyd H. Trogdon, USAF, (Ret.), COO Billy Jones and VP of Operations Edward Mueller will continue to lead LPI with General Trogdon joining the Board of Directors of GreenHouse.
"We are excited to have reached this agreement with LPI and believe this combination is beneficial to the shareholders of both companies," said John Galt, Executive Chairman of GreenHouse. "LPI is a unique business and a leading name within the military and defense arena and the acquisition represents a significant step in executing our strategy to expand our public sector operations," continued Galt. This transaction will allow us to unite our companies' resources to bring innovative, sustainable products to market for our customers. We welcome LPI's talented workforce to the GreenHouse team and look forward to building a successful enterprise together."
"We are thrilled to combine GreenHouse's sustainable infrastructure solutions with LPI's strong industry reputation and relationships to service the U.S. Government and Military markets," said Billy Jones, Chief Operating Officer of LPI. "The U.S. Government has placed a strong emphasis on implementing energy efficiency and sustainability solutions in their procurements over the last several years, and we see a tremendous opportunity in creating a company specifically branded as a sustainable solutions integrator. We believe that synergies of the combined company will capture large scale energy-efficient building contracts from the U. S. Department of Defense."
Key Strategic Benefits for GreenHouse:
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The transaction is expected to be accretive to earnings over the next 12 month period ("NTM"), based on the current unaudited revenue run-rate of $6 million for 2010. LPI is generating approximate gross margins of 37 to 38 percent and pretax margins of 15 to 16 percent. EPS is expected to increase over the next 12 months due to LPI's strong profit margins.
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The acquisition immediately establishes GreenHouse as a leading supplier of Rapidly Assembled Portable Structures, which the United States Marine Corps and United States Navy EOD (Explosive Ordinance Disposal) have selected for their shelter/unit training requirements.
- The agreement is expected to yield significant cross selling/cross marketing opportunities for both GreenHouse and LPI. The addition of GreenHouse's water desalinization, sanitation, food production, renewable energy and fuel production products fit seamlessly into LPI's existing portfolio to sell to the United States Government, providing the military a one-stop shop for their training needs.
Seamless Combination of Management Teams
LPI's senior executive management and corporate team are expected to stay in their current or similar roles and will work directly with GreenHouse executives to manage the integration and restructuring of LPI's operations with GreenHouse's. Upon closing of the transaction, Brigadier General Floyd H. Trogdon, USAF (Ret.) will retain a place on the Board of Directors of GreenHouse. GreenHouse will provide its expectations of when the transaction is projected to close and provide specific revenue and earnings per share guidance in a future announcement.
Closing Conditions
The transaction is subject to a number of customary regulatory and other closing conditions, including an audit of LPI. The transaction is not subject to approval by GreenHouse shareholders nor is it subject to any financing conditions.
Emissary Capital Group, LLC, is serving as GreenHouse's advisor on the transaction with Tarter Krinsky & Drogin LLP acting as GreenHouse's legal counsel.
About GreenHouse Holdings, Inc.
GreenHouse is a San Diego, California based developer of sustainable and eco-friendly energy solutions and infrastructure that can be rapidly deployed establishing the standard for delivering sustainable self-sufficiency to the world. The company delivers global energy solutions, also serving as a provider of non-corn based ethanol fuel. Its three primary business segments--GreenHouse Builders, GreenHouse Energy and GreenHouse Community--address broad markets from homeowners and the building industry to corporations, governments, and Third World countries. GreenHouse offers consumers effective home improvement products that improve the environment and benefit homeowners financially through lower energy bills and reduced maintenance expenses. For more information, please visit: www.greenhouseintl.com or the GreenHouse YouTube channel at http://www.youtube.com/greenhouseintl.
The GreenHouse Holdings, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7361
About Life Protection, Inc.
Life Protection is a multifaceted enterprise that provides innovative solutions and services to meet the needs of military, government and law enforcement. Its management team is a cohesive group of experienced professionals who are recognized experts in live training support, design and construction of live fire ranges and facilities, and development and fabrication of training support systems. Life Protection is committed to continued growth in its capabilities and providing the most cost effective products and services to its valued customers.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in this press release contains forward-looking statements, including but not limited to, information relating to GreenHouse Holdings, Inc.'s (the "Company") future performance and financial condition, plans and objectives of the Company's management and the Company's assumptions regarding such future performance, financial condition, plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under the Company's control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of the Company's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include: the risk that the acquisition of LPI may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied; the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that the Company's and LPI's businesses will not be integrated successfully; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships; any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions); the timing of receipt of, and the Company's performance on, new orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales, rapid technological change, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, and changes in prevailing economic and political conditions.
Safe Harbor Statement
This press release contains forward-looking statements that reflect the Company's current expectation regarding future events. Actual events could differ materially and substantially from those projected herein and depend on a number of factors. Certain statements in this release, and other written or oral statements made by GreenHouse Holdings, Inc. 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. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities.