Cardiff Acquires American Cycle Finance, Inc.

FORT LAUDERDALE, FL--(Marketwired - Apr 6, 2017) -  Cardiff International, Inc. (OTCQB: CDIF) and American Cycle Finance (Private; "American Cycle") today announced they have signed a definitive merger agreement under which American Cycle will merge into Cardiff International as its subsidiary, American Cycle Finance, Inc., in an all-stock transaction valued at approximately $5 million.

Cardiff's total assets will increase to $13 million including the $5 million in acquired American Cycle assets. This market expanding merger provides entry into attractive markets with strong demographics and includes 204 dealers throughout America. In 2016 American Cycle reported $6.5 million in original loans; a loan portfolio of $7 million in assets; losses of less than 1.6%; revenue of $1.3 million.

"We are pleased to welcome American Cycle to the Cardiff family of companies," said Alex Cunningham, President/Chief Executive Officer of Cardiff. "This partnership builds on Cardiff's commitment to create a strong platform for our investors, while diversifying our revenues streams, improving profitability and increasing shareholder value. American Cycle founders and senior management believes it's in their best interest to become part of Cardiff which provides them the financial platform to double their business over the next 12 months projecting their 2017 portfolio close to $12 million. We have a strong track record of execution and our collective teams are positioned to complete this integration flawlessly."

American Cycle (formally, "Ride Today Acceptance, LLC" was founded in January, 2015, in Beverly, Massachusetts.

Benjamin Donnarumma, manager, commented, "We are pleased to announce this combination with Cardiff and believe our business and employees will benefit greatly from this transaction. It's complementary to our strategic initiatives, a solid fit, and a well executed deal with meaningful financial growth."

American Cycle capitalizes on a unique and profitable financing opportunity in the U.S. sub-prime motorcycle financing market. American Cycle has spent the last two years building a financial infrastructure and expanding its dealer footprint. As of January 1st, 2017, American Cycle has 204 dealers nationwide.

Unlike the subprime auto industry, American Cycle provides customers two major advantages over a subprime auto loan: 1.) favorable payment terms; 2.) assets with a slower depreciation rate.

The U.S. new motorcycle sales averages approximately $350MM annually, while used motorcycle sales exceed $1.3B annually. American Cycle was recognized by Power Sports Finance in December as one of the top 10 sub-prime lenders in 2016.

In August 2016, American Cycle entered into an agent agreement with RPMOne, a leader in sales of Powersports after-market products currently in 800 dealerships nationwide.

Leadership

After the transaction is completed, the founders have executed retention agreements and will remain with American Cycle as a subsidiary of Cardiff in continuing their leadership roles.

Approvals

This transaction is intended to qualify as a tax-free reorganization for federal income tax purposes, and as a result, the shares of American Cycle stock exchanged for shares of Cardiff stock are expected to be transferred on a tax-free basis. The definitive agreement has been approved by the unanimous votes of the Board of Directors of both companies. Consummation is subject to the approval of audited financials.

About Cardiff: Cardiff International, Inc. is a public holding company, much like a cooperative, leveraging proven management in private companies that become subsidiaries under the Cardiff umbrella. Our focus is not industry or geographic-specific, but rather on proven management, market, and margin. Cardiff targets acquisitions of mature, high growth, niche companies. Cardiff's strategy identifies and empowers select income-producing middle market private businesses, technology companies and commercial real estate properties. Cardiff provides these companies both 1) the enhanced ability to raise money for operations or expansion, and 2) an equity exit and liquidity strategy for the owner, heirs, and/or Investors. For investors, Cardiff provides a diversified lower risk to protect and safely enhance their investment by continually adding assets and holdings. Cardiff is led by strong and talented roster of executives and advisors providing expert acquisition, market guidance and added value for subsidiaries and investors.

FORWARD LOOKING STATEMENT This news release contains forward looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company's current views with respect to future events that involve risks and uncertainties. These risks include the failure to meet schedule or performance requirements of the Company's contracts, the Company's liquidity position, the Company's ability to obtain new contracts, the emergence of competitors with greater financial resources, and the impact of competitive pricing. In the light of these uncertainties the forward-looking events referred to in this release might not occur.