EX-99.1
9
c42095_ex99-1.txt
Exhibit 99.1
[GRAPHIC OMITTED]
1140 PEARL STREET, BOULDER, COLORADO 80302
NEWS RELEASE for April 17, 2006 at 7:30 AM EDT
----------------------------------------------
CONTACTS FOR INCENTRA SOLUTIONS:
Allen & Caron Inc. Incentra Solutions, Inc.
Jill Bertotti (investors) Thomas P. Sweeney III
jill@allencaron.com Chairman and CEO
Brian Kennedy (financial media) (303) 449-8279
brian@allencaron.com
(949) 474-4300
INCENTRA SOLUTIONS ACQUIRES NST, INC., LEADING SOLUTIONS
PROVIDER/SYSTEMS INTEGRATOR IN CHICAGO
FURTHER EXPANDS DISTRIBUTION AND MARKET REACH FOR FULL RANGE OF LEADING
STORAGE AND SECURITY SOLUTIONS
BOULDER, CO, APRIL 17, 2006 - Incentra Solutions, Inc. (OTCBB: ICNS) today
announced that it has acquired for a combination of cash, an unsecured
promissory note and common stock privately-held NST, Inc. of Lombard, IL
(www.nst-inc.com). A leading solutions provider in the greater Chicago area and
in the central region, NST markets storage, networking and security solutions,
as well as professional services to customers in the financial services,
healthcare, education, non-profit and manufacturing verticals. NST will operate
as a wholly-owned subsidiary of Incentra Solutions and continue to be managed by
its President Joseph Graziano who will report directly to Incentra Solutions
President and Chief Operating Officer Shawn O'Grady. NST will continue to be
based in its offices in Lombard.
NST sales for the 12 months ended December 31, 2005 were approximately $25
million. The acquisition of the NST business adds 30 professionals and more than
300 customers to Incentra's existing operations and is expected to be
immediately accretive. Incentra Solutions Chairman and CEO Thomas P. Sweeney
said the acquisition of NST furthers Incentra's strategy to substantially grow
revenues by expanding its market reach throughout the U.S. by acquiring systems
integrators with existing direct sales organizations serving the enterprise
market.
With the completion of the NST acquisition, Incentra has opened seven new
markets in the past five quarters, including Seattle, Portland, Boise, San
Diego, Orange County, Las Vegas and Chicago. The Company also expects to
increase its sales and engineering headcount in London, the Bay Area of
California, Denver and Dallas to meet current and future customer demand for its
products and services.
"The NST acquisition positions Incentra Solutions to further penetrate the
central region of the United States with an established solutions provider,"
Sweeney said. "In addition to the substantial increase in revenue and the profit
contribution NST brings to Incentra, we expect an immediate benefit for NST and
its customers from such Incentra products and services as First Call and
Enhanced First Call suppport services and our GridWorks remote monitoring and
management system".
MORE - MORE - MORE
INCENTRA SOLUTIONS ACQUIRES NST, INC., LEADING SOLUTIONS
PROVIDER/SYSTEMS INTEGRATOR IN CHICAGO
PAGE 2-2-2
NST has built a solid track record of delivering high quality products, services
and support and has established a respected and loyal customer base. "Combining
Incentra Solutions managed services, storage products and engineering expertise
with NST's offerings provides the opportunity to take a larger percentage of the
total spend per project and increases our capability to solve customers'
on-going operations and outsourcing needs", Sweeney added .
"In the past 10 years NST has thrived by offering best of breed products and
services to our customers", Graziano said. "Adding the leadership and unique
solutions that Incentra brings to the table enhances what we can deliver to our
customers. With the synergy of our storage expertise and Incentra's expanded
storage services and 24x7 Storage Network Operations center, we can now increase
the scope of our product offerings including an expanded support and engineering
organization and remote monitoring and backup services. This will provide new
revenue opportunities in the near-term with our current customer base and
provide us additional competitive advantages for solid long term growth".
The purchase price of NST consisted of $5.5 million in cash, $1.5 million in
unsecured debt and 1.0 million shares of Incentra Solutions common stock at
closing. The shares are subject to a two year lock-up provision. In addition,
the former shareholders have the opportunity to earn additional shares of
Incentra common stock based upon achieving certain earn out requirements
specific to EBITDA performance during the earn out period.
Pagemill Partners headquartered in the San Francisco Bay Area advised Incentra
Solutions regarding the acquisition. The required financing was provided by
Laurus Funds out of New York.
ABOUT INCENTRA SOLUTIONS, INC.
------------------------------
Incentra Solutions, Inc. (www.incentrasolutions.com, OTCBB:ICNS) is a provider
of complete IT & storage management solutions to enterprises, managed service
providers and broadcasters worldwide. Incentra's complete solution includes
professional services, hardware & software products with first call support, IT
outsourcing solutions and financing options. To the broadcast market, Incentra
delivers complete digital archive management and transcoding solutions built on
its IT and storage expertise and offerings.
INCENTRA SOLUTIONS FORWARD LOOKING STATEMENTS
---------------------------------------------
CERTAIN INFORMATION DISCUSSED IN THIS PRESS RELEASE MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. ALTHOUGH THE
COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS AT THE TIME MADE, IT CAN GIVE
NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ACHIEVED. READERS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS ARE INHERENTLY SUBJECT TO UNPREDICTABLE AND UNANTICIPATED RISKS,
TRENDS AND UNCERTAINTIES SUCH AS THE COMPANY'S INABILITY TO ACCURATELY FORECAST
ITS OPERATING RESULTS; THE COMPANY'S POTENTIAL INABILITY TO ACHIEVE
PROFITABILITY OR GENERATE POSITIVE CASH FLOW; THE AVAILABILITY OF FINANCING; AND
OTHER RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS. FOR FURTHER INFORMATION ON
FACTORS WHICH COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED HEREIN,
REFERENCE SHOULD BE MADE TO THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING ANNUAL REPORTS ON FORM 10-KSB, QUARTERLY REPORTS
ON FORM 10-QSB AND CURRENT REPORTS ON FORM 8-K. THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE OR SUPPLEMENT FORWARD-LOOKING STATEMENTS THAT BECOME UNTRUE
BECAUSE OF SUBSEQUENT EVENTS.

EX - 99 . 1 9 c42095 _ ex99 - 1 . txt Exhibit 99 . 1 [ GRAPHIC OMITTED ] 1140 PEARL STREET , BOULDER , COLORADO 80302 NEWS RELEASE for April 17 , 2006 at 7 : 30 AM EDT ---------------------------------------------- CONTACTS FOR INCENTRA SOLUTIONS : Allen & Caron Inc . Incentra Solutions , Inc . Jill Bertotti ( investors ) Thomas P . Sweeney III jill@allencaron.com Chairman and CEO Brian Kennedy ( financial media ) ( 303 ) 449 - 8279 brian@allencaron.com ( 949 ) 474 - 4300 INCENTRA SOLUTIONS ACQUIRES NST , INC . , LEADING SOLUTIONS PROVIDER / SYSTEMS INTEGRATOR IN CHICAGO FURTHER EXPANDS DISTRIBUTION AND MARKET REACH FOR FULL RANGE OF LEADING STORAGE AND SECURITY SOLUTIONS BOULDER , CO , APRIL 17 , 2006 - Incentra Solutions , Inc . ( OTCBB : ICNS ) today announced that it has acquired for a combination of cash , an unsecured promissory note and common stock privately - held NST , Inc . of Lombard , IL ( www.nst-inc.com ) . A leading solutions provider in the greater Chicago area and in the central region , NST markets storage , networking and security solutions , as well as professional services to customers in the financial services , healthcare , education , non - profit and manufacturing verticals . NST will operate as a wholly - owned subsidiary of Incentra Solutions and continue to be managed by its President Joseph Graziano who will report directly to Incentra Solutions President and Chief Operating Officer Shawn O'Grady . NST will continue to be based in its offices in Lombard . NST sales for the 12 months ended December 31 , 2005 were approximately $ 25 million . The acquisition of the NST business adds 30 professionals and more than 300 customers to Incentra 's existing operations and is expected to be immediately accretive . Incentra Solutions Chairman and CEO Thomas P . Sweeney said the acquisition of NST furthers Incentra 's strategy to substantially grow revenues by expanding its market reach throughout the U . S . by acquiring systems integrators with existing direct sales organizations serving the enterprise market . With the completion of the NST acquisition , Incentra has opened seven new markets in the past five quarters , including Seattle , Portland , Boise , San Diego , Orange County , Las Vegas and Chicago . The Company also expects to increase its sales and engineering headcount in London , the Bay Area of California , Denver and Dallas to meet current and future customer demand for its products and services . " The NST acquisition positions Incentra Solutions to further penetrate the central region of the United States with an established solutions provider , " Sweeney said . " In addition to the substantial increase in revenue and the profit contribution NST brings to Incentra , we expect an immediate benefit for NST and its customers from such Incentra products and services as First Call and Enhanced First Call suppport services and our GridWorks remote monitoring and management system " . MORE - MORE - MORE INCENTRA SOLUTIONS ACQUIRES NST , INC . , LEADING SOLUTIONS PROVIDER / SYSTEMS INTEGRATOR IN CHICAGO PAGE 2 - 2 - 2 NST has built a solid track record of delivering high quality products , services and support and has established a respected and loyal customer base . " Combining Incentra Solutions managed services , storage products and engineering expertise with NST 's offerings provides the opportunity to take a larger percentage of the total spend per project and increases our capability to solve customers ' on - going operations and outsourcing needs " , Sweeney added . " In the past 10 years NST has thrived by offering best of breed products and services to our customers " , Graziano said . " Adding the leadership and unique solutions that Incentra brings to the table enhances what we can deliver to our customers . With the synergy of our storage expertise and Incentra ' s expanded storage services and 24x7 Storage Network Operations center , we can now increase the scope of our product offerings including an expanded support and engineering organization and remote monitoring and backup services . This will provide new revenue opportunities in the near - term with our current customer base and provide us additional competitive advantages for solid long term growth " . The purchase price of NST consisted of $ 5.5 million in cash , $ 1.5 million in unsecured debt and 1 . 0 million shares of Incentra Solutions common stock at closing . The shares are subject to a two year lock - up provision . In addition , the former shareholders have the opportunity to earn additional shares of Incentra common stock based upon achieving certain earn out requirements specific to EBITDA performance during the earn out period . Pagemill Partners headquartered in the San Francisco Bay Area advised Incentra Solutions regarding the acquisition . The required financing was provided by Laurus Funds out of New York . ABOUT INCENTRA SOLUTIONS , INC . ------------------------------ Incentra Solutions , Inc . ( www.incentrasolutions.com , OTCBB : ICNS ) is a provider of complete IT & storage management solutions to enterprises , managed service providers and broadcasters worldwide . Incentra 's complete solution includes professional services , hardware & software products with first call support , IT outsourcing solutions and financing options . To the broadcast market , Incentra delivers complete digital archive management and transcoding solutions built on its IT and storage expertise and offerings . INCENTRA SOLUTIONS FORWARD LOOKING STATEMENTS --------------------------------------------- CERTAIN INFORMATION DISCUSSED IN THIS PRESS RELEASE MAY CONSTITUTE FORWARD - LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS . ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD - LOOKING STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS AT THE TIME MADE , IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ACHIEVED . READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD - LOOKING STATEMENTS . FORWARD - LOOKING STATEMENTS ARE INHERENTLY SUBJECT TO UNPREDICTABLE AND UNANTICIPATED RISKS , TRENDS AND UNCERTAINTIES SUCH AS THE COMPANY 'S INABILITY TO ACCURATELY FORECAST ITS OPERATING RESULTS ; THE COMPANY 'S POTENTIAL INABILITY TO ACHIEVE PROFITABILITY OR GENERATE POSITIVE CASH FLOW ; THE AVAILABILITY OF FINANCING ; AND OTHER RISKS ASSOCIATED WITH THE COMPANY 'S BUSINESS . FOR FURTHER INFORMATION ON FACTORS WHICH COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED HEREIN , REFERENCE SHOULD BE MADE TO THE COMPANY 'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION , INCLUDING ANNUAL REPORTS ON FORM 10 - KSB , QUARTERLY REPORTS ON FORM 10 - QSB AND CURRENT REPORTS ON FORM 8 - K . THE COMPANY ASSUMES NO OBLIGATION TO UPDATE OR SUPPLEMENT FORWARD - LOOKING STATEMENTS THAT BECOME UNTRUE BECAUSE OF SUBSEQUENT EVENTS .