NASHVILLE, Tenn. -- Aug. 13, 1996 --
SECOND QUARTER HIGHLIGHTS:
For the second quarter ended June 30, 1996, revenues totaled
$257.7 million, a 23.4% gain over the prior year's $208.9 million.
Net loss was $8.5 million, or $0.26 per share, compared with net
earnings of $2.2 million, or $0.07 per share, for the prior year.
The Company's quarterly results were impacted by recognized
charges of approximately $9.9 million, or $0.18 per share, relating
to a provision for losses on multi-year contracts in the St. Louis
market and an accrual for a related settlement with the U.S. Office
of Personnel Management. The contracts giving rise to the loss
provision were the subject of discussions through mid-July, at which
time efforts to modify the premium or benefit structure were
determined to be unfruitful. In addition, at quarter end, the
Company recognized a charge of approximately $2.7 million, or $0.05
per share, primarily related to the curtailment of Medicaid
development in non-core markets.
In addition, total medical costs as a percentage of premium
revenue increased to 87.9% compared to 82.4% in the same period last
year. In particular, increased pharmacy and outpatient services
costs, resulting from increases in utilization and pricing,
contributed to rising medical loss ratios in each operating region.
For the first six months of 1996, revenues were $494.7 million,
up 18.2% over prior year revenues of $418.5 million. Net loss was
$9.5 million, or $0.29 per share, compared with net earnings of
$12.0 million, or $0.37 per share, in the year earlier period.
Excluding the charges for multi-year contracts, Medicaid development
costs and termination costs recognized in the first and second
quarters, net earnings would have been $1.1 million, or $0.04 per
share.
As a result of the operating loss and other charges recognized
during the quarter, the Company currently is in violation of a
covenant calculation in its credit facility and is negotiating an
amendment to the terms of the facility that would include a waiver
of the default.
The Company continued to realize increases in enrollment,
particularly with respect to its Medicaid and Medicare initiatives.
The Company announced that, as of June 30, 1996, enrollment in the
Company's health plans increased by 218,900 members, or 35.0% over
the prior year, to 844,900. During the same period, HMO and at-risk
enrollment grew by 154,000, or 28.3%. At quarter end, membership in
government programs totaled 120,400, comprised of 107,100 Medicaid
and 13,300 Medicare-risk members.
Also, Coventry is making progress in reducing its selling,
general and administrative (SG&A) expenses. In the quarter ended
June 30, 1996, SG&A, excluding the charges previously discussed,
declined 3.5% on a per member basis. The Company indicated that
this favorable SG&A trend is due to ongoing administrative
restructuring and cost-cutting measures.
Lawrence N. Kugelman, interim president and chief executive
officer of Coventry Corporation, said, "Our financial results were
adversely affected by certain charges as well as by increases in
some medical cost components. We believe we are continuing to make
progress in the recontracting of medical services, and we continue
to post significant enrollment gains. Although the benefits of
streamlining our company and the cost-cutting initiatives are
expected to increase in the third and fourth quarters, the effects
realized in the second quarter were not sufficient to offset higher
utilization of outpatient medical services and higher pharmacy
costs. We believe we are now and have been focused on the correct
items operationally."
During the second quarter, Coventry Corporation and Southwest
Integrated Delivery Network (SIDN) announced that a strategic
agreement recently consummated by HealthAmerica, a Coventry
Corporation subsidiary, and SIDN to serve Medicare HMO members was
expanded to include up to 70,000 commercial HMO members. This
contract, which went into effect July 1, 1996, is expected to reduce
certain medical costs for the third and fourth quarters, improve
access and enhance patient care management and outcomes. Coventry
is currently negotiating additional similar arrangements in
Pittsburgh, as well as in St. Louis and Central Pennsylvania, which
are anticipated to be effective later in the year or first quarter
of 1997 and cover a significantly larger portion of the membership.
In closing, Mr. Kugelman said, "We continue to seek to operate
more efficiently and to focus our operational objectives, which
include global capitation of medical costs, capitation of
specialists and ancillary services, improved health center
operations, controlling SG&A costs and expanding Medicare and
Medicaid products in our core markets. We are pleased with our
improvement in controlling our selling, general and administrative
expenses. We believe we are on the right track and focused on the
right issues, we are making progress, and we remain very optimistic
about our company and the managed care industry."
Coventry Corporation, headquartered in Nashville, Tennessee, is
a managed health care company that provides a wide range of health
benefits and services to a broad cross section of employer and
government-funded groups in Pennsylvania, Ohio, West Virginia,
Missouri, Illinois, Virginia and Florida. The Company operates from
regional headquarters in Pittsburgh and Harrisburg, Pennsylvania;
St. Louis, Missouri; Richmond, Virginia; and Jacksonville, Florida.
This press release contains forward-looking information. The
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be significantly impacted by certain
risks and uncertainties described herein and in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1995.
COVENTRY CORPORATION
Unaudited Financial Highlights
(In thousands, except per share and membership data)
Three Months Ended Six Months Ended
June 30, June 30,
Percent Percent
1996 1995 Change 1996 1995 Change
Operating
revenues $257,737 $208,868 23.4% $494,674 $418,520
18.2%
Operating earnings
(loss) $(14,346) $ 4,764 (401.1%) $(17,118) 21,017
(181.4%)
Earnings (loss)
before income
taxes and minority
interests $(14,265) $ 5,216 (373.5%) $(15,863) $21,907
(172.4%)
Net earnings
(loss) $ (8,528) $ 2,177 (491.7%) $ (9,496) $12,047
(178.8%)
Earnings (loss)
per share $ (0.26) $ 0.07 (471.4%) $ (0.29) $ 0.37
(178.4%)
Weighted average
number of common
and common
equivalent shares
outstanding 33,041 32,157 2.7% 32,947 32,162
2.4%
COVENTRY CORPORATION
UNAUDITED FINANCIAL HIGHLIGHTS
June 30,
1996 1995 % Change
Total enrollment by market:
Western Pennsylvania 292,882 248,621 17.8%
Central Pennsylvania 224,297 150,009 49.5%
St. Louis/1 233,623 138,845 68.3%
Richmond 68,913 61,523 12.0%
Jacksonville 25,234 27,094 (6.9%)
Total 844,949 626,092 35.0%
Risk enrollment by market:
Western Pennsylvania 248,960 223,734 11.3%
Central Pennsylvania 154,424 114,382 35.0%
St. Louis/1 210,617 126,976 65.9%
Richmond 58,161 51,245 13.5%
Jacksonville 25,234 27,094 (6.9%)
Total 697,396 543,431 28.3%
Non-risk enrollment 147,553 82,661 78.5%
Total 844,949 626,092 35.0%
Total enrollment by product:
Commercial HMO 421,676 420,737 - %
Commercial POS 155,340 95,600 62.5%
Medicare risk 13,284 - - %
Medicaid 107,096 27,094 295.3%
Non-risk 147,553 82,661 78.5%
Total 844,949 626,092 35.0%
1/ St. Louis enrollment includes Medicaid enrollment.
COVENTRY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
Operating revenues:
Managed care premiums $ 254,012 $ 206,802 $ 487,675 $
414,309
Management services 3,725 2,066 6,999
4,211
Total operating revenues 257,737 208,868 494,674
418,520
Operating expenses:
Health benefits 223,343 170,348 422,644
335,221
Selling, general and
administrative 35,592 27,697 66,946
53,074
Depreciation and
amortization 4,146 3,809 7,997
6,958
Termination and
related costs 759 - 5,962
-
Provision for multi-year
contracts 8,243 - 8,243
-
Merger costs - 2,250
- 2,250
Total operating
expenses 272,083 204,104 511,792
397,503
Operating earnings (loss) (14,346) 4,764 (17,118)
21,017
Other income, net of
interest expense 81 452 1,255
890
Earnings (loss) before
income taxes and
minority interest (14,265) 5,216 (15,863)
21,907
Provision for
(benefit from)
income taxes (5,715) 3,054 (6,345)
9,875
Minority interest in
earnings (loss) of
consolidated subsidiary,
net of income tax (22) (15) (22)
(15)
Net earnings (loss) $ (8,528) $ 2,177 $ (9,496) $
12,047
Net earnings (loss)
per common and
common equivalent
share $ (0.26) $ 0.07 $ (0.29) $
0.37
Weighted average number
of common and common
equivalent shares
outstanding 33,041 32,157 32,947
32,162
COVENTRY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
June 30, December 31,
1996 1995
(Unaudited)
ASSETS:
Current assets:
Cash and short term investments $ 89,956 $ 85,843
Other current assets 70,528 57,593
Total current assets 160,484 143,436
Long-term investments 65,642 68,258
Other long-term assets 207,920 173,981
TOTAL ASSETS $ 434,046 $ 385,675
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Medical claim liabilities $ 107,123 $ 92,160
Other current liabilities 73,857 64,103
Total current liabilities 180,980 156,263
Long-term liabilities 101,894 75,561
Total liabilities 282,874 231,824
Stockholders' equity 151,172 153,851
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 434,046 $ 385,675
MIDLAND, Texas -- Aug. 13, 1996 -- Tom Brown, Inc.
(NASDAQ:TMBR) today reported net income of $1,012,000 or $.05 per
share on revenues of $14,071,000 for the second quarter of 1996
compared to net income of $273,000 or $.02 per share on revenues of
$9,162,000 for the second quarter of 1995. The Company's cash flow
was $6.7 million for the three months ended June 30, 1996 as
compared to $3.3 million for the comparable period in 1995, a 103%
increase.
The Company's natural gas production reached a record level of
4,347 million cubic feet ("MMcf") for the three months ended June
30, 1996 as compared to 2,781 MMcf for the comparable period in
1995, which represents a 56% increase. Oil production for the three
months ended June 30, 1996 increased 16% to 123 thousand barrels
("MBbls") as compared to 106 MBbls for the same period in 1995.
The Company announced on June 24, 1996 that an Exploration
License Agreement with the Eastern Shoshone and Northern Arapaho
Tribes of the Wind River Indian Reservation had been executed, and,
when combined with existing option and undeveloped acreage, the
Company now controls approximately 1,043,000 gross (644,000 net)
acres located in the Wind River Basin of central Wyoming. The
license agreement covers in excess of 300,000 gross acres and
contains two Exploration Option Agreements for a maximum of 150,000
gross acres each. The Company has a 60 percent working interest in
this agreement. Each agreement provides for specific work
commitments by the Company and its partners. Additionally, the
Company has 28,000 gross (14,500 net) developed acres in the basin.
The Company announced in mid-July 1996 that it had established a
significant position in the Cotton Valley Pinnacle Reef Trend in the
East Texas Salt Basin. The Company currently controls approximately
50,000 gross (37,000 net) acres in two large blocks within the
trend. The success of 3-D seismic surveys in this trend has created
one of the most prolific onshore exploration plays in the contiguous
48 states. Among recently completed wells by other operators in
this trend are individual wells producing at rates of up to 28
million cubic feet of gas per day with estimated reserves of up to
75 billion cubic feet. The Company has identified over forty 2-D
seismic anomalies which are potential pinnacle reefs in two prospect
areas and has contracted for an 80 square mile 3-D survey to be
conducted in one of these prospect areas later this year. Drilling
should commence during the first half of 1997. The Company expects
to retain approximately 60 percent of the working interest ownership
in these prospect areas and is currently seeking a partner.
On Aug. 6, 1996, the Company announced that it executed a
definitive agreement with Presidio Oil Company for the acquisition
of Presidio for $183 million, which is comprised of approximately
$101 million of cash and 5 million shares of the Company's Common
Stock (approximately 2.677 million shares after deducting the
portion representing the Company's previous investment in the
Presidio Gas Indexed Notes) valued at $16.50 per share, plus the
assumption of certain liabilities. The transaction would be
consummated through a Chapter 11 bankruptcy proceeding which was
filed by Presidio on Aug. 5, 1996. The Company's obligation to
consummate the transaction is conditioned upon, among other things,
the receipt of a final bankruptcy court confirmation order approving
the transaction by Nov. 15, 1996.
Tom Brown, Inc. is an independent energy company engaged in the
domestic exploration for, and the acquisition, development,
production and sale of natural gas and crude oil. Its stock is
traded in the over-the-counter market and appears on the NASD
National Market system under the symbol "TMBR."
Tom Brown, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1996 1995 1996 1995
Revenues:
Gas and oil
sales $ 8,324,000 $ 5,187,000 $16,757,000 $10,121,000
Marketing, gathering
and processing 5,635,000 3,708,000 10,289,000 7,980,000
Interest income
and other 112,000 267,000 230,000 489,000
Total revenues 14,071,000 9,162,000 27,276,000 18,590,000
Costs and expenses:
Gas and oil
production 1,648,000 1,189,000 3,087,000 2,280,000
Taxes on gas and
oil production 477,000 476,000 1,174,000 1,048,000
Cost of gas
sold 3,835,000 3,129,000 7,486,000 6,858,000
Exploration
costs 515,000 380,000 926,000 1,948,000
Impairments of
leasehold costs 2,000 198,000 67,000 344,000
General and
administrative 1,403,000 1,018,000 2,757,000 2,026,000
Depreciation,
depletion and
amortization 3,980,000 2,386,000 7,697,000 4,706,000
Writedown of
properties - - - 8,368,000
Interest expense 10,000 27,000 17,000 27,000
Total costs and
expenses 11,870,000 8,803,000 23,211,000 27,605,000
Income (loss)
before income
taxes 2,201,000 359,000 4,065,000 (9,015,000)
Income tax provision:
Recognition of
deferred tax
asset - - - 13,967,000
Income tax
expense 752,000 86,000 1,386,000 149,000
Net income $ 1,449,000 $ 273,000 $ 2,679,000 $ 4,803,000
Preferred stock
dividend $ 437,000 $ - $ 797,000 $ -
Net income
available to
common
shareholders $ 1,012,000 $ 273,000 $ 1,882,000 $ 4,803,000
Weighted average
number of
common shares
outstanding 21,121,775 15,536,860 21,117,484 16,195,448
Net income per
common share $ .05 $ .02 $ .09 $ .30
Natural gas
production
(MMcf) 4,347 2,781 8,221 5,330
Crude oil
production
(MBbls) 123 106 258 200
Average natural
gas sales price
($/Mcf) $ 1.32 $ 1.18 $ 1.45 $ 1.25
Average crude oil
sales price
($/Bbl) $ 20.90 $ 18.06 $ 18.80 $ 17.18
MINNEAPOLIS, MN -- Aug. 13, 1996 -- Piper Jaffray Inc.,
the major subsidiary of Piper Jaffray Companies Inc. (NYSE: PJC),
today announced that it has reached a $10 million agreement to
settle litigation (Segal v. Portland General et al.) brought on
behalf of the bankruptcy trustee for Bonneville Pacific Corporation.
The terms of the settlement call for a payment of $7 million
within seven days of the dismissal of the litigation by the U.S.
District Court or by Sept. 9, 1996, whichever is later. Two
additional payments of $1.5 million each will be made in September
1997 and September 1998.
Piper Jaffray's involvement with Bonneville Pacific relates to
public offerings of that company's securities between 1986 and 1989.
Bonneville Pacific filed for Chapter 11 bankruptcy in 1991 and Piper
Jaffray was one of more than 100 named defendants in the Bankruptcy
Trustee's complaint. The Trustee's revised damages study of March
31, 1996, sought $573 million in damages. Other defendants in the
Bonneville Pacific litigation also have settled, including Deloitte
& Touche for $65 million; the Mayer Brown law firm for $30 million
and the Perkins Coie law firm for $12.75 million.
The Company has decided to settle all disputes with the Trustee
to avoid the associated risks, uncertainty and expenses of
litigation.
"We're pleased to put this aspect of the litigation behind us,"
said Addison L. Piper, chairman and chief executive officer of Piper
Jaffray Companies. "We have adequate reserves to provide for this
settlement and there should be no impact on our earnings or the net
capital position of our broker/dealer."
The settlement agreement requires approval by the Bankruptcy
Court and the U.S. District Court.
Piper Jaffray continues to be a defendant, along with other
underwriters, accountants and attorneys, in a purported class action
related to Bonneville Pacific's debt and equity underwritings and
secondary trading of its stock. Piper Jaffray and the other
defendants' motion to dismiss that case is still pending. No
damages have been specified.
Piper Jaffray Companies Inc. was founded in 1895 and has built a
reputation as one of the nation's premier full-service investment
companies. Piper Jaffray Companies is the parent company of Piper
Jaffray Inc., an investment firm with 78 retail sales offices in 17
Midwest, Mountain, Southwest and Pacific Coast states and capital
markets offices in 15 cities. Other subsidiaries include Piper
Capital Management Incorporated, a money management company with
approximately $9 billion under management; and Piper Trust Company,
a provider of trust services to individuals and institutions. Piper
Jaffray Inc. is a member of SIPC, the New York Stock Exchange and
other major stock exchanges. For more information about Piper
Jaffray Companies, visit our home page on the Internet at
http://www.piperjaffray.com." target=_new>http://www.piperjaffray.com">http://www.piperjaffray.com.
CONTACT: Marie Uhrich
612/342-6583
LAS VEGAS, NV -- Aug. 13, 1996 -- Elsinore Corp.
(ASE/PSE:ELS) Tuesday announced that on Aug. 8, 1996, in the Chapter
11 proceedings of Elsinore and a number of subsidiaries pending in
the U.S. Bankruptcy Court for the District of Nevada, the Bankruptcy
Court entered an order (the "Confirmation Order") confirming a
modified plan of reorganization for Elsinore and certain of the
other debtors.
The plan was proposed jointly by the Elsinore Debtors and by an
unofficial committee of the 1993 noteholders in the cases (the
"Bondholders Committee"). The plan that was confirmed on Aug. 8,
1996, differs in certain respects from the prior versions of the
plan that were the subject of previous releases. The modified plan,
which the Bankruptcy Court confirmed, results from an agreement
among various junior parties which had objected to plan
confirmation.
The confirmed plan contemplates the ongoing operation of Elsinore
and at least three of its subsidiaries, Four Queens Inc. ("FQI"),
Elsub Management Corp. ("Elsub") and Palm Springs East Limited
Partnership ("PSELP"). The plan calls for a restructuring of the
debts of the Elsinore entities, and it calls for a redistribution of
equity interests in the companies.
Creditors and former shareholders of Elsinore, FQI, Elsub and
PSELP will receive the distributions provided under the plan as
modified by the Confirmation Order that was entered by the
Bankruptcy Court on Aug. 8, 1996. Distributions will be made out of
cash flow generated by the ongoing operations of the businesses,
supplemented by a $5 million rights offering and the issuance of
stock in the reorganized companies which is called for under the
plan.
The plan also calls for a change in management for the
reorganized Debtors. Effective at noon on Aug. 12, 1996, Elsinore
has entered into an Interim Management Agreement with Riviera Gaming
Management Corp.-Elsinore Inc. to manage the business operations of
the Debtors subject to direction of the existing board of directors
for the companies.
When the plan eventually becomes fully effective (which is
expected to occur before the end of the year), the existing board of
directors will be reconstituted with new directors, four of whom
will be chosen by the Bondholders Committee and one of whom will be
chosen by the Equity Committee appointed in the case (with input
from other creditor constituencies in the cases.)
In summary, the plan provides for the following: Elsinore's
1994 noteholders will retain their lien interests as collateral for
repayment of approximately $3.8 million in outstanding principal,
accrued interest, costs and fees, which will be paid over four years
with interest at a rate of 11.5 percent per annum.
Elsinore's 1993 noteholders (represented largely by the
Bondholders Committee) will receive at least 87.5 percent of the new
common stock (and a corresponding percentage of the rights offering)
in reorganized Elsinore in exchange for a reduction in their secured
claims from approximately $61 million to $30 million. The $30
million secured claim of the 1993 noteholders will be paid over five
years with interest at a rate of 13.5 percent per annum.
Unsecured creditors who hold claims of $500 or less will receive
payment in full on the effective date of the plan which is expected
to occur before the end of the year. Larger general unsecured
creditors will receive pro rata recoveries from a fund of
approximately $1.4 million which will be paid out over three years
following the effective date of the plan.
In addition, general unsecured creditors of Elsinore will
receive on a pro rata basis 1 percent of the new common stock in
reorganized Elsinore, and general unsecured creditors of FQI will
receive on a pro rata basis 2.5 percent of the new common stock and
a 2.5 percent participation in the rights offering for reorganized
Elsinore.
The IRS will receive full payment of its secured claim with
interest at 8 percent over 4 years, and the IRS will receive in
respect of its unsecured claim proportionately the same type of
recovery which is provided for larger general unsecured creditors in
the case. In addition, the IRS will receive 1.9 percent of the new
common stock to be issued in reorganized Elsinore.
Elsinore's convertible subordinated noteholders, who hold claims
of approximately $1.5 million, will receive on a pro rata basis up
to 3.5 percent of the new common stock plus a 3.5 percent
participation interest in the rights offering for reorganized
Elsinore. Finally, the old shareholders of Elsinore will receive on
a pro rata basis 3.6 percent of the new common stock and a 6.5
percent participation interest in the rights offering.
Under the plan, the Bondholders Committee has guaranteed a 100
percent subscription for the $5 million rights offering. If,
pursuant to its guaranty, the Bondholders Committee is required to
subscribe to more than 87.5 percent of the rights offering, then the
Bondholders will receive a higher percentage of the new common stock
issued in reorganized Elsinore, and the stock recoveries of the
general unsecured creditors, the IRS, the convertible noteholders
and the old shareholders will be diluted in a corresponding amount.
While Elsinore's senior management, Thomas E. Martin, president
and chief executive officer, and Frank L. Burrell Jr., chairman of
the board, will cease to be employees of the corporation, the
balance of jobs for the 1,000 or so employees of Elsinore and its
subsidiaries (including FQI) will be unaffected by confirmation of
the modified plan.
Trading in the company's common stock continues to be halted by
the American Stock Exchange and by the Pacific Stock Exchange. As
previously reported, Elsinore intends to pursue a reactivation of
its listings with the American Stock Exchange and the Pacific Stock
Exchange so that the new common stock in reorganized Elsinore can be
traded publicly following the effective date of the plan.
There can be no assurance that the listing on the American Stock
Exchange and the Pacific Stock Exchange will be continued.
Elsinore, through a subsidiary, owns and operates the Four
Queens Hotel and Casino, a downtown Las Vegas hotel and casino
offering 690 rooms, meeting facilities, four restaurants, 1,050 slot
machines and numerous blackjack, craps and other table games.
For information on Elsinore Corp. via facsimile at no cost,
simply call 800/PRO-INFO and dial company code 177.
CONTACT: Elsinore Corp., Las Vegas
Thomas E. Martin, 702/387-5110
or
Financial Relations Board, Los Angeles
Daniel Saks, 310/442-0599
NEW YORK -- August 13, 1996 -- Sam & Libby, Inc.
today reported its financial results for the second quarter and six
months ended June 29, 1996.
Net revenue was $5,353,000 for the fiscal 1996 second quarter,
compared with $11,772,000 for the same period of fiscal 1995. The
net loss for the recent quarter was $2,767,000, or $0.24 per share,
versus net income of $505,000, or $0.04 per share, in the comparable
fiscal 1995 quarter.
For the first six months of fiscal 1996, net revenue was
$17,310,000, compared with $22,230,000 for the year-ago period. The
net loss for the recent six months was $2,160,000, or $0.19 per
share, compared with net income in the first six months of fiscal
1995 of $861,000, or $0.08 per share.
The reduction in net revenue for the fiscal 1996 second quarter
was primarily the result of weak customer reception to the Company's
product line, and lower levels of production due to financing
constraints. Profitability was adversely impacted by off-price
sales and markdowns to reduce inventory position, and to the lower
level of sales.
As previously reported, Sam & Libby signed a letter of intent
with Maxwell Shoe Company Inc. (Nasdaq:MAXS) under which the
Company plans to sell the worldwide rights to Sam & Libby's
trademarks and tradenames for approximately $5.5 million. The
transaction is currently expected to close in the third quarter of
calendar 1996. Sam & Libby is continuing to market and sell
existing inventory and to ship Fall 1996 orders under the Sam &
Libby name through October 1996.
The Company stated that it has not decided on the nature of its
future operations subsequent to the transaction with Maxwell.
However, it is considering various investment alternatives, such as
either acquiring a business or commencing a new business. Sam &
Libby's continued existence is dependent upon the successful
completion of the sale of its trademark and its ability to maintain
sufficient liquidity during 1996. The Company also noted that it
has net operating loss carryforwards at December 30, 1995 of
approximately $18.7 million for Federal income tax purposes expiring
between 2007 and 2010.
Also as previously reported, Sam & Libby, Inc. has completed a
financial restructuring of certain prior debts owed to two of its
principal trade creditors. The restructuring consisted of debt
forgiveness of $1,288,000 and the issuance of an aggregate 2,697,868
shares of common stock representing slightly less than 20% of Sam &
Libby, Inc.'s issued and outstanding shares, at a purchase price (by
conversion of debt) of $0.75 per share, for an additional debt
reduction of $2,023,000. The balance of the debt owed to the two
trade creditors is to be paid out over an agreed period. These
transactions reduced the outstanding debt of the Company by a total
of $3,311,000.
Sam & Libby, Inc. designs, develops and distributes women's and
children's footwear. The common stock of the Company is traded over-
the-counter in the "Pink Sheets."
SAM & LIBBY, INC.
Condensed Consolidated Statements of Operations
(In thousands except per share data, unaudited)
Three Months Ended Six Months Ended
June 29, 1996 July 1, 1995 June 29, 1996 July 1, 1995
Net revenue $5,353 $11,772 $17,310
$22,230
Cost of sales 5,464 8,210 13,778
15,537
Gross (loss) profit (111) 3,562 3,532
6,693
Selling, general and
administrative
expense 2,388 2,845 5,238
5,498
Operating (loss)
income (2,499) 717 (1,706)
1,195
Interest expense 268 212 454
334
Net (loss) income $(2,767) $505 $(2,160)
$861
Net (loss) income
per share $(0.24) $0.04 $(0.19)
$0.08
Weighted average
shares outstanding 11,406 11,422 11,375
11,375
CONTACT: Sam & Libby, Inc.
Kenneth Sitomer
Chief Operating Officer
(212) 944-4830
OKLAHOMA CITY, OK -- Aug. 12, 1996 -- Fleming Companies, Inc.
(NYSE: FLM) confirmed that the settlement agreement with Megafoods,
Inc. was conditionally approved by the U.S. Bankruptcy Court in
Phoenix, Arizona today.
"Fleming was wrongfully attacked and we are glad to have
amicably resolved this litigation," said Senior Vice President and
General Counsel David Almond. "The terms of the agreement are in the
best interests of Fleming's shareholders and we will avoid the
expense of further litigation. Fleming shareholders receive more
value from this settlement than if Fleming had prevailed in court
and Megafoods did not reorganize."
Major highlights of the settlement agreement include:
Fleming is a leading food marketing and distribution company,
serving 3,500 supermarkets and operating about 350 company-owned
retail stores in the United States. The company employs more than
42,000 associates across the country.
CONTACT: Nancy Del Regno, 405-841-4225, or Shane Boyd, 405-858-5956,
both of Fleming Companies
INGLEWOOD, Calif. -- Aug. 13, 1996 -- Hollywood Park, Inc.
(Nasdaq: HPRK) today reported financial results for the quarter and
six-month period ended June 30, 1996.
For the three months ended June 30, 1996, Hollywood Park's
revenues reached $46.4 million up from $42.8 million reported for
the second quarter of 1995. Net income increased to $5.2 million,
or $0.26 per share, compared with $4.9 million, or $0.24 per share,
for second quarter in 1995.
For the six-month period ended June 30, 1996, revenues increased
to $74.3 million up from $67. 3 million reported for the first six
months of 1995. Income before taxes and before write-off of the
investment in Sunflower Racing, Inc. was $5.7 million for the six
months ended June 30, 1996, versus $6.4 million for the same period
in 1995. The Company wrote off its investment in Sunflower Racing,
Inc., which resulted in a non-cash, pre-tax charge of $11.4 million,
as a result of that subsidiary's filing for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. After taxes and the write-
off, the Company reported a net loss of $8.1 million, or $0.49 per
share, compared with net income of $4.3 million, or $0.18 per share
for the same period last year. In addition, with Sunflower's
bankruptcy filing, the consolidated balance sheet as of June 30,
1996, does not include any assets or liabilities of that subsidiary,
resulting in a balance sheet for Hollywood Park that is essentially
free of long-term debt.
Revenues increased during the second quarter and first six
months of 1996 compared with the second quarter and first six months
of 1995, based on Hollywood Park's assumption of management control
of the Hollywood Park - Casino in November 1995. Legislation passed
last year allowed Hollywood Park to assume operations and market
gaming activities for the Casino, which previously have been
licensed to a third party in compliance with former California
gaming law.
Operating expenses for the Hollywood Park - Casino as a
percentage of revenues improved by 6% in the second quarter of 1996
as compared with the first quarter of 1996 as the Company continues
to implement marketing programs aimed at increasing revenues while
improving efficiency.
On April 24, 1996, Hollywood Park and Boomtown, Inc., a casino
owner/operator, announced plans to merge subject to various
conditions. The final steps to complete the merger include gaming
licensing, the consent from Boomtown's bondholders, and approvals
from shareholders of both companies. Hollywood Park and Boomtown
continue to expect the merger to be completed by the end of 1996, or
the first quarter of 1997.
In addition, on August 12, 1996, Boomtown completed an agreement
with Ed Roski, Jr., owner and lessor of Boomtown's Las Vegas
property lease, to terminate the lease and effectively transfer
Boomtown's interest in the operations of the Las Vegas property to
Mr. Roski. Concurrently with the completion of Boomtown's agreement
with Mr. Roski, Hollywood Park entered into a stock purchase
agreement with him through which Hollywood Park will purchase Mr.
Roski's 714,386 shares of Boomtown common stock at its current
value. The stock purchase agreement is contingent upon the closing
of the merger with Boomtown.
As a result of the need to reflect the transactions relating to
Boomtown's agreement with Mr. Roski regarding the Las Vegas property
in the Joint Proxy/S-4 Registration Statement, Hollywood Park has
moved its annual meeting date to mid-October 1996 from September 6,
1996, and amended its record date for the annual meeting to
September 10, 1996, from July 19, 1996.
Hollywood Park, Inc., headquartered in Inglewood, California, is
a gaming and entertainment holding company which owns and operates:
the Hollywood Park Race Track, one of America's premier thoroughbred
racing facilities and site of the 1997 Breeders' Cup(R), Turf
Paradise, Inc., a premier thoroughbred racing facility in Phoenix,
Arizona; and the Hollywood Park - Casino, one of California's finest
card club casinos. Hollywood Park owns other attractions located on
378 acres near Los Angeles International Airport.
Hollywood Park, Inc.
Selected Financial Data by Operational Location
(In thousands, except for per share data)
For the three months ended For the six
months ended
June 30, June 30,
1996 1995 1996 1995
Revenues: (unaudited)
Hollywood Park, Inc.
and Race Track $28,035 $27,542 $33,736 $33,328
Sunflower Racing, Inc. -- 2,835 1,782 5,473
Turf Paradise, Inc. 3,219 3,624 9,816 10,067
Hollywood Park, Inc. -
Casino Division 15,173 8,827 28,946 18,416
46,427 42,828 74,280 67,284
Expenses:
Hollywood Park, Inc.
and Race Track 19,522 19,697 28,857 28,214
Sunflower Racing, Inc. -- 2,337 1,703 4,602
Turf Paradise, Inc. 2,700 3,148 6,822 7,678
Hollywood Park, Inc. -
Casino Division 12,576 6,519 24,873 12,831
34,798 31,701 62,255 53,325
Income (loss) before
interest, income taxes,
depreciation and amortization
and write-off of investment
in subsidiary:
Hollywood Park, Inc.
and Race Track 8,513 7,845 4,879 5,114
Sunflower Racing, Inc. -- 498 79 871
Turf Paradise, Inc. 519 476 2,994 2,389
Hollywood Park, Inc. -
Casino Division 2,597 2,308 4,073 5,585
11,629 11,127 12,025 13,959
Write-off of investment in subsidiary:
Write-off of Investment in Sunflower
Racing, Inc. 66 -- 11,412 --
Depreciation and amortization:
Hollywood Park, Inc.
and Race Track 1,450 1,368 2,843 2,719
Sunflower Racing, Inc. -- 616 536 1,237
Turf Paradise, Inc. 301 369 610 698
Hollywood Park, Inc.
- Casino Division 736 509 1,411 1,000
2,487 2,862 5,400 5,654
Interest Expense:
Hollywood Park, Inc.
and Race Track 54 49 117 98
Sunflower Racing, Inc. -- 922 781 1,810
Turf Paradise, Inc. -- 3 -- 20
54 974 898 1,928
Income before income tax benefit:
Hollywood Park, Inc.
and Race Track 7,009 6,428 1,919 2,297
Write-off of investment in
Sunflower Racing, Inc. (66) -- (11,412) --
Sunflower Racing, Inc. -- (1,040) (1,238) (2,176)
Turf Paradise, Inc. 218 104 2,384 1,671
Hollywood Park, Inc. -
Casino Division 1,861 1,799 2,662 4,585
9,022 7,291 (5,685) 6,377
Income tax expense 3,773 2,434 2,444 2,114
Net income (loss) $5,249 $4,857 ($8,129) $4,263
Dividend requirements on
convertible preferred stock $481 $481 $962 $962
Net income (loss) available to
(allocated to) common
shareholders $4,768 $4,376 ($9,091) $3,301
Per common share:
Net income (loss) - primary $0.26 $0.24 ($0.49) $0.18
Net income (loss) - fully
diluted $0.25 $0.24 ($0.49) $0.18
Hollywood Park, Inc.
Consolidated Balance Sheets
(In thousands)
June 30, 1996
December 31, 1995
(unaudited)
Assets
Cash and short-term investments $45,037 $31,979
Other assets 57,721 76,607
Fixed assets 121,043 174,717
Total assets $223,801 $283,303
Liabilities and Stockholders' Equity
Liabilities $63,491 $69,618
Notes payable 3,662 47,939
Total liabilities 67,153 117,557
Stockholders' Equity 156,648 165,746
Total Liabilities and Stockholders' Equity$223,801 $283,303