Stokely USA Inc. reports financial results (10/30/96)
"The nonrecurring charge of $13.1 million, the majority of which is non-cash, will cover costs associated with
the sale of closed plants, corporate headquarters, and related severance and other restructure costs. As a result of
the nonrecurring charge, the company is in technical default of certain financial covenants in some of its Industrial
Development Revenue Bonds and is currently working to amend the covenants."
Gander Mountain to Sell Remaining Twelve Stores to Holiday Companies
WILMOT, Wis., Oct. 30, 1996 - Gander Mountain, Inc., a leading marketer of outdoor sporting goods, today
announced that it has arrived at an agreement in principle to sell all of its assets, including its remaining twelve
retail stores, to Holiday Companies, a privately-held Bloomington, Minnesota based retailer and wholesaler of
outdoor and other sporting goods as well as gasoline and food products. Gander Mountain has been in Chapter 11
bankruptcy since August 9, 1996. The agreement in principle contemplates that Holiday Companies would
assume all secured debt, administrative expenses of the bankruptcy (including post-petition liabilities), priority
claims and pay $19.5 million, to be allocated $18.5 million to unsecured creditors, $0.5 million to preferred
stockholders and $0.5 million to common stockholders. The economic terms of the agreement have been
approved by the Unsecured Creditors' Committee in the bankruptcy case and are to be incorporated in a plan of
Under terms of the agreement, Holiday Companies will acquire Gander Mountain's five stores in Wisconsin
(Appleton, Brookfield, Madison, Wausau and Wilmot), six stores in Michigan (Flint, Grand Rapids, Pontiac,
Saginaw, Taylor and Utica), and one store in Indiana (Merrillville). The acquisition includes the purchase of
inventory, store fixtures and leasehold improvements and the assumption of existing leases for the facilities.
Holiday plans to continue to operate the stores under the Gander Mountain name. Holiday intends to hire as many
of the existing Gander Mountain employees as possible.
With this acquisition, Holiday's outdoor sporting goods group will have twenty-seven (27) retail stores in four
states. In July, 1996, Holiday acquired five stores from Gander Mountain which included three stores in
Minnesota (Duluth, Maple Grove and St. Cloud) and two stores in Wisconsin (Eau Claire and LaCrosse).
Holiday will continue to operate these stores under the Gander Mountain name.
Holiday also owns and operates five Holiday Sports stores in Minnesota (Bloomington, Brooklyn Park,
Burnsville, Fridley and Plymouth) and five Burger Brothers Outdoor Outfitters stores in Minnesota (Bloomington,
Minnetonka, Roseville, Rochester and Woodbury).
A spokesperson for Holiday Companies said, "We are pleased to have reached this agreement in principle with
Gander Mountain. We believe that combining the operating and financial strengths of Holiday Companies with
the Gander Mountain specialty retail concept will produce a successful, growing market- leading retailer serving
the hunting, fishing and camping enthusiast."
Consummation of the transaction is subject to a number of contingencies, including negotiation of a definitive
asset purchase agreement and plan of reorganization and approval of the plan by creditors, preferred stockholders
and the bankruptcy court.
SOURCE Gander Mountain, Inc. /CONTACT: Kenneth C. Bloom, Executive VP-Chief Financial Officer, of
Gander Mountain, Inc., 414-862-3302, or Robert S. Nye, VP Human Resources, of Holiday Companies,
Phar-Mor, Inc. Reports First Quarter Results
YOUNGSTOWN, Ohio, Oct. 30, 1996 - Phar-Mor, Inc. (Nasdaq- NNM: PMOR) today announced the results for
its first quarter of fiscal 1997, the thirteen weeks ended September 28, 1996.
For the 102 discount drugstores that the Company operates, all of which are comparable stores, sales for the
thirteen weeks ended September 28, 1996 were $264.6 million compared to $254.8 million for the comparable
thirteen weeks of the prior year, an increase of 3.8%. During the quarter, comparable sales increased 2.1% for
July, 2.3% for August and 7.8% for September versus the same months in the prior year.
On August 18, 1996, the Company completed the remodeling of two of its existing stores into a new prototype
that includes a new grocery department which is approximately 12,000 square feet and features a limited
selection of club-pack grocery items, produce and refrigerated and frozen foods. This prototype is an expansion
of the prototype stores opened in Bethel Park, Pennsylvania in May and Allentown, Pennsylvania in August of
this year. From August 18, 1996 through September 28, 1996 the sales volume of these two stores increased
31.9% compared to the prior year and they produced a 9.7% improvement in comparable gross profit dollars.
The impact of a new marketing program and expenses associated with the proposed business combination with
ShopKo Stores; resulted in the Company reporting a loss of $2.2 million or $0.18 per share for the quarter
compared to, on a pro forma basis, net income of $ .9 million or $0.07 per share for the comparable thirteen
weeks ended September 30, 1995. The Company's gross margin decreased to 17.2% for the quarter versus
19.2%, on a pro forma basis, for the comparable period of the prior year and advertising costs increased $ .6
million, or 9.5%. Earnings were also impacted by the remodeling of four stores and expenses associated with the
proposed business combination with ShopKo Stores, Inc. Together, the after-tax costs of these activities totaled
approximately $ .4 million, or $0.03 per share. The pro forma results, for the thirteen weeks ended September 30,
1995, give retroactive effect to fresh-start accounting adjustments, elimination of non-recurring reorganization
costs and interest expense adjustments to give effect to the new debt of the reorganized Company.
On October 11, 1996, Phar-Mor and ShopKo Stores, Inc. filed materials with the Securities and Exchange
Commission (S.E.C.) outlining the terms and rationale for the business combination in which shares of a newly
formed holding company, Cabot Noble, Inc., will be exchanged for shares of both Phar-Mor and ShopKo. The
S.E.C. has advised both companies that such materials will be reviewed by the Commission. The companies
anticipate submitting the merger proposal for a vote of the shareholders of both companies during the last half of
December 1996, subject to S.E.C. clearance.
Phar-Mor is a retail drug store chain with 102 stores in 18 states. The Company's common stock is traded on the
Nasdaq National Market under the symbol "PMOR."
PHAR-MOR, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY OF SALES AND EARNINGS
(In thousands, except per share amounts)
PRO FORMA : (a)
Thirteen Weeks Ended
September 28, 1996 September 30, 1995
Sales $264,551 $254,845
Income (loss) before
income tax expense $(3,659) $1,484
Income tax expense (benefit) (1,464)(b) 594(b)
Net (loss) income $(2,195) $890
Earnings (loss) per share $(0.18) $0.07
Successor Successor Predecessor
Company Company Company
Thirteen Four Nine
Weeks Ended Weeks Ended Weeks Ended
September 28, September 30, September 2,
1996 1995 1995
Sales $264,551 $72,877 $181,968
Income (loss) before
fresh start revaluation,
extraordinary item and
income taxes $(3,659) $146 ($1,634)
-- -- (16,798)(c)
Fresh-start revaluation -- -- 8,043
Extraordinary item -
gain on debt
discharge -- -- 775,073
Income (loss) before
income taxes (3,659) 146 764,684
Income tax expense
(benefit) (1,464)(b) 58(b)
Net income (loss) $(2,195) $88 $764,684
Earnings (loss) per share $(0.18) $0.01 N/M
(a) The Company emerged from protection under Chapter 11 of the
United States Bankruptcy Code on September 11, 1995 (the "Effective
Date"). Consequently, the Company has applied the reorganization
and fresh-start reporting adjustments to the balance sheet as of
September 2, 1995, the closest fiscal month end to the Effective
Date. The pro forma information includes all retroactive
adjustments for fresh start accounting, elimination of non-recurring
reorganization items and adjusting interest expense to give effect
to the new debt of the reorganized Company.
(b) Due to the losses generated by the Predecessor Company it
was in a net operating loss carryforward position. Further, the
discharge of debt in conjunction with the reorganization did not
generate taxable income. Consequently, no provision for income taxes
was recorded by the Predecessor Company. The income tax provision
for the Successor Company has been computed at the estimated
combined Federal and state tax rate of approximately 40%.
(c) Reorganization items include charges for Chapter 11
professional fees, the Debtor-In-Possession financing facility fees
and costs of downsizing net of credits for interest income,
amortization of prepetition vendor exclusivity income and an
insurance claim recovery.
N/M - not meaningful.
EARNINGS PER SHARE for the Successor Company have been computed
based on 12,157,054 and 12,156,250 weighted average shares
outstanding for the thirteen weeks ended September 28, 1996 and the
four weeks ended September 30, 1995, respectively. No earnings per
share have been presented for the Predecessor Company because such
presentation would not be meaningful.
SOURCE Phar-Mor, Inc./CONTACT: Gary Holmes of Phar-Mor, 212-484-7736/(PMOR)
Crown American Realty Trust Announces Third Quarter Results and Declares Dividend
JOHNSTOWN, Pa., Oct. 30 /PRNewswire/ - Crown American Realty Trust (NYSE: CWN), a real estate
investment trust, today announced financial results and operating information for the third quarter and for the nine
months ended September 30, 1996. The Board of Trustees also declared a third quarter dividend.
For the quarter ended September 30, 1996, the Board of Trustees declared a regular quarterly dividend of $.20
per share. The dividend is payable December 13, 1996 to shareholders of record on November 27, 1996.
Financial Information - Third Quarter
For the quarter ended September 30, 1996, the Company reports that its percentage share of Funds from
Operations (FFO) was $8.2 million, or $0.30 per share, compared with $8.1 million, or $0.30 per share, for the
third quarter of 1995. While overall FFO was flat, there were several positive and negative factors affecting
FFO. Positive factors in this quarter compared to last year included: over $0.3 million in higher temporary
leasing revenues; $0.4 million in lower property operating costs, net of tenant recoveries; and $1.0 million in
higher lease buyout income. Negative factors compared to last year included: $0.5 million from lower business
interruption insurance income; $0.2 million in higher interest expense (net of capitalized interest); $0.4 million in
lower step rent income (a non-cash revenue component); and $0.4 million in lower minimum and percentage rents
due mainly from lower occupancy rates.
For the third quarter revenues were $31.8 million, up $0.2 million from the third quarter of 1995 and up $0.8
million from the second quarter of 1996. The $0.2 million increase from the third quarter of 1995 results from
$1.0 million higher lease buyout income and $0.3 million higher temporary leasing income, offset by $0.4 million
lower step rent income, $0.5 million lower business interruption insurance income, and $0.4 million in lower
minimum and percentage rents (due mainly to lower mall shop occupancy partially offset by higher average rental
rates). The $0.8 million increase from the second quarter of 1996 results from $0.7 million higher lease buyout
income, $0.2 million higher temporary leasing income, $0.3 million higher step rent income, and $0.5 million in
higher recovery income, offset by $0.4 million lower business interruption insurance income, and $0.5 million in
lower minimum and percentage rents.
Net income for the third quarter of 1996 was $1.2 million, or $0.04 per share, compared to $0.2 million, or $0.01
per share, in the third quarter of 1995.
Financial Information - Nine Months
For the first nine months of 1996, FFO was $25.7 million or $0.94 per share, compared to $26.8 million, or
$0.98 per share, in 1995. Positive factors affecting FFO in the first nine months of 1996 compared to 1995
included: $0.3 million additional contribution from the two malls purchased in first quarter of 1995; $0.8 million
in higher temporary leasing income; $0.3 million in higher gain on sales of out-parcel land; and $0.8 million in
higher lease buyout income. Negative factors included: $1.3 million in higher interest costs (net of capitalized
interest); $1.3 million in lower step rent income due mainly to write-offs of accrued step rent income from tenants
that vacated early; $0.5 million from lower business interruption insurance income; and $0.2 million in higher
property operating costs (mainly snow removal costs in the first quarter) net of tenant recoveries.
For the first nine months of 1996, revenues were $96.1 million compared to $95.4 million in 1995. After
adjusting for the effect of the two malls which were purchased in the first quarter of 1995, comparable revenues
were down $0.3 million, primarily due to $1.3 million in lower step rent income (mainly write-offs of accrued
step rent income from tenants that vacated early), $0.5 million in lower business interruption insurance income,
offset by $0.8 million in higher temporary leasing income and $0.8 million in higher lease buyout income.
For the first nine months of 1996, net income was $3.4 million, or $0.12 per share, compared to a net loss of
$13.9 million, or $0.50 per share, in the corresponding period of 1995. The loss in 1995 related to the $35
million adjustment in the carrying value of certain assets to be sold offset by $11.2 million in extraordinary gain
from fire insurance.
-- During the third quarter of 1996, leases for 100,000 square feet of mall shops were signed resulting in $2.3
million in annual base rental income. A total of 62 leases were signed, which included 22 renewals and 40 new
leases. The average rent for leases signed was $22.62 per square foot, including $21.50 for new leases and
$25.29 for renewals.
- During the first nine months of 1996, leases for 332,000 square feet of mall shops were signed for $6.7 million
in annual base rental income. A total of 190 leases were signed, including 74 renewals and 116 new leases.
Average rent per square foot for the first nine months of 1996 was $20.13, which includes $20.40 per square foot
for new space and $19.58 per square foot for renewals.
- The average base rent of the portfolio as of September 30, 1996 was $15.71 per square foot. This is a 4.2
percent increase from $15.07 per square foot as of September 30, 1995, and the twelfth consecutive quarter that
average base rent has increased.
- Overall, mall shop occupancy was 77 percent as of September 30, 1996, unchanged from June 30, 1996. This
compares to 81 percent as of September 30, 1995.
- Mall shop comparable sales for the nine months ended September 30, 1996 were $137.40 per square foot. This
is a 5.3 percent increase over the amount reported for September 30, 1995. In the six malls where The May
Department Stores Company opened new stores in 1995 comparable mall shop tenant sales were 7.7 percent
higher than last year's reported sales.
- Occupancy costs, that is, base rent, percentage rent and expense recoveries as a percentage of mall shop sales at
all properties, were 10.8 percent as of September 30, 1996, as compared to 11.4 percent as of September 30,
- In August 1996, Phase II of a three-phase expansion of Logan Valley Mall in Altoona, Pa. was completed.
Crown American's largest capital expenditure continues to be on budget and ahead of schedule. A new two-story
mall shop area, a JCPenney department store and a three-level parking deck has been constructed along with the
expansion and renovation of Sears. Phase III will begin in early 1997 after JCPenney opens its new location. The
area that currently houses JCPenney will be converted into additional mall shop space and a food court.
- In September, a $3.5 million renovation began at Shenango Valley Mall in Sharon, Pa. This project includes
upgrading the facility's interior, exterior and parking lot.
- In September, the sale of Patrick Henry Corporate Center in Newport News, Virginia was finalized. Crown
American sold this 102,000 gross square- foot office building for $9.9 million. Net proceeds were used to repay
existing debt with the balance of approximately $4.0 million available for general business purposes.
- In October, the Company closed a $30 million loan with CS First Boston Mortgage Capital Corporation for
Viewmont Mall in Scranton, Pa. The proceeds from the new loan were used to refinance an existing bank loan
that had been due in January 1997. The new loan has an approximate two year maturity and has an interest rate
that is approximately 90 basis points lower than the floating interest rate on the retired debt. This is also the first
transaction for Crown American and CS First Boston.
- Pennsylvania's first Stein Mart (Nasdaq: SMRT) opened in the Company's South Mall in Allentown, Pa. in
October. This upscale, off-price department store is replacing Jamesway in the center.
"We are pleased that our third quarter FFO results matched our year-ago level, and that comparable tenant sales
continue to show significant growth," said Crown American President, Mark E. Pasquerilla. "We are continuing
the transformation of our malls. As we've previously disclosed, in 1995 we substantially improved the anchor
base with the addition of six May Company anchor stores, a new JCPenney, and several Sears expansions, and in
1996 we're replacing poorer performing mall shop tenants with higher quality specialty retailers. However, the
consolidation and rationalization in mall specialty retailing continues to hamper our growth, with higher than
expected mall shop closings and a slowing of new lease signings, both of which contributed to the drop in
occupancy in 1995 and through the first six months of 1996. While mall shop occupancy remained flat in the third
quarter at 77 percent, we expect to lose about 30,000 square feet in the fourth quarter from the recently announced
bankruptcy filing by County Seat. As a result of these trends, we now expect year-end 1996 mall shop occupancy
to be about 76 percent, and FFO for the full year 1996 to be slightly below the $1.37 per share achieved in 1995.
"Though tenant closings continue to inhibit our 1996 and 1997 performance because of the time required to find
viable and attractive replacement mall shop tenants in this retailing environment, they are also a future
opportunity. The tenants that have closed have been the poorer performers, averaging slightly less that $100 per
foot in annual sales, and have been concentrated in the popular-priced women's apparel, thus reducing our
reliance on this weak segment."
"The re-leasing of the five temporary Bon-Ton locations also continues to be a priority," noted Pasquerilla. "Two
stores will close in January 1997, the lease was extended to January 1998 for a third, and the rent subsidy escrow
on the remaining two stores that closed in January 1996 will expire in January 1997. We have been working
diligently to re-lease these locations and have a number of prospects, but to date only one location has a
permanent replacement (Chambersburg Mall where JCPenney will open in early 1997) and one has a temporary
furniture store (Uniontown Mall). Also, in the third quarter we completed the buyout of a vacant Kmart store in
North Hanover, and in October we completed the buyout of the vacant Kmart in Carlisle. We have potential
replacement anchors for both locations, but no leases have been signed to date.
"We continue to be on track with our capital improvement and financing program announced in mid-1995. From
July 1, 1995 to date, we have incurred approximately $70 million of our $120 million spending plan covering the
2 1/2 years ending December 31, 1997. Most of the amount incurred to date relates to the Logan Valley Mall
Pasquerilla continued, "Looking ahead to 1997 we now believe FFO will be modestly lower than 1996. Our
overall `core' revenues (base rent, percentage rent, cost recovery income, temporary leasing, and utility income)
are expected to show modest growth in 1997, although not as much growth as we would have desired due to the
effect from 1996's tenant closings and the anchor vacancies I've already noted. However, this growth is expected
to be offset by several factors: a reduction in lease buyout income from 1996's unusually high level; gain on sales
of out-parcel land in 1997 is expected to return to more traditional levels from the all-time high expected for
1996; and interest expense will increase as the full amount of the Logan Valley construction loan is drawn
coupled with a decrease in capitalized interest as the third and final phase of that project is placed into service.
Because these three negative factors are not expected to impact 1998 in the same way as in 1997, and assuming
tenant closings decline to normal levels, we remain very optimistic concerning our FFO growth potential for
1998 and beyond."
Pasquerilla concluded, "Our greatest growth opportunity continues to be growing our mall shop occupancy with
strong and productive tenants. We are encouraged in our ability to grow our occupancy percentage because the
occupancy cost levels in our malls remain relatively low and attractive to retailers despite the continuing growth
in average base rents. A one percent increase in mall shop occupancy, leased at approximately $20 per square
foot, translates into an annualized FFO increase of approximately $.03 per share. Building occupancy with
tenants that can thrive into the next decade will enhance the inherent value of our properties' income stream and in
turn should enhance the underlying value of the properties and ultimately improve shareholder value."
Certain preceding quotations contain forward looking statements that involve risk and uncertainties, including
overall economic conditions, the impact of competition consumer buying trends, weather patterns and other
Crown American Realty Trust is the managing general partner and 74.4 percent owner of Crown American
Properties, L.P. (the "Operating Partnership") and a general partner of Crown American Financing Partnership,
which owns, acquires, operates and develops regional shopping malls. Currently, Crown American owns and
operates 25 regional shopping malls in Pennsylvania, Maryland, Virginia, West Virginia, New Jersey, Tennessee
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
Consolidated Income Statements
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
(in thousands, except per share data)
Minimum rent $20,778 $20,431 $62,320 $61,991
Percentage rent 1,263 1,373 3,880 3,968
cost recoveries 7,241 7,287 21,877 21,724
Temporary and promotional
leasing 1,592 1,248 4,372 3,557
Net utility income 562 506 1,834 1,790
insurance 0 459 830 1,322
Miscellaneous income 348 303 1,027 1,071
31,784 31,607 96,140 95,423
Property operating costs:
costs 9,443 9,878 29,720 29,289
costs 520 586 1,512 1,549
Other operating costs 731 573 2,058 1,756
amortization 9,399 8,847 26,299 25,586
20,093 19,884 59,589 58,180
11,691 11,723 36,551 37,243
administrative 1,039 1,173 3,023 3,099
Interest 11,181 10,972 33,499 31,788
12,220 12,145 36,522 34,887
(529) (422) 29 2,356
Property sales, disposals and adjustments:
Adjustment to carrying value of assets
to be disposed of --- --- --- (35,000)
Gain on asset sales 2,351 --- 2,351 ---
Gain on sale of outparcel
land 371 442 2,955 2,634
2,722 442 5,306 (32,366)
Income (loss) before extraordinary items
and minority interest 2,193 20 5,335 (30,010)
Extraordinary loss on early
extinguishment of debt (598) --- (718) ---
Extraordinary gain on fire
insurance claim --- 244 --- 11,244
Income (loss) before
minority interest 1,595 264 4,617 (18,766)
Minority interest in
Operating Partnership (406) (65) (1,173) 4,871
Net Income (loss) $1,189 $199 $3,444 $(13,895)
Per share data (after minority interest):
Income (loss) before
extraordinary item $.06 $.00 $.14 $(.81)
Extraordinary items (.02) .01 (.02) .31
Net income (loss) $.04 $.01 $.12 $(.50)
Weighted average shares
outstanding 27,533 27,417 27,495 27,350
SOURCE Crown American Realty Trust/CONTACT: media, Christine Menna, 814-536-9520, or investors,
Frank Pasquerilla, 814-535-9347, or Mark Pasquerilla, 814-535-9364, all of Crown American, or Internet,
MK Rail Announces New Name: MotivePower Industries; Shareholders Re- Elect Two Directors at Annual
PITTSBURGH, PA - Oct. 30, 1996 - MK Rail Corporation (Nasdaq: MKRL) today announced that the company
will change its name to MotivePower Industries, Inc., effective Jan. 1, 1997. The company's new stock symbol
will be "MOPO."
The company made the announcement at its annual meeting of shareholders in Pittsburgh. Also at the meeting,
shareholders re- elected two directors for three-year terms: John C. (Jack) Pope, who will continue to serve as
chairman; and Nicholas J. Stanley.
MK Rail was incorporated in April 1993 as a wholly owned subsidiary of Morrison Knudsen Corporation
(NYSE: MK). In April 1994, Morrison Knudsen sold 35 percent of its MK Rail stock in an initial public
offering. Earlier this month, Morrison Knudsen distributed its remaining stock in the company to Morrison
Knudsen's creditors as part of Morrison Knudsen's bankruptcy settlement.
"With our financial turnaround complete and a new, diversified shareholder base, we believe 1996 marks the
rebirth of our corporation," Pope said. "So it's appropriate that we emphasize this new era by changing our name
and eliminating any remaining connection to our former largest shareholder."
MK Rail also announced that its Locomotive Group would incorporate as Boise Locomotive Company, and that
its MK Engine Systems Company subsidiary would change its name to Engine Systems Company.
"The dynamic name `MotivePower Industries' effectively conveys the type of image we want for the products and
services we now offer to our valuable rail industry customers," said Michael A. Wolf, the company's president
and chief executive officer. "At the same time, MotivePower Industries gives the company flexibility to expand
into other segments of the transportation and power-related industries in the future. And, by incorporating and
marketing Boise Locomotive Company, we can begin to establish a new identity for our locomotive unit while
retaining a strong historic tie to its flagship Boise facility."
Wolf said the company held an employee, "Name the Company" contest to select the new name. David Watson,
an engineer in the Boise plant, submitted the winning entry and was awarded a cash prize of $5,000. His
selection was chosen from about 2,000 names submitted. The company also rewarded two employees who
suggested names similar to Boise Locomotive: David Cole, a craftworker in Boise; and Bob Feezor, a salesman
at Power Parts, an MK Rail subsidiary.
In other business at the annual meeting, MK Rail shareholders voted to: -- amend the company's Certificate of
Incorporation to permit vacancies on the board of directors or newly created directorships to be filled at
meetings of the stockholders called by the board;
- amend the company's Stock Incentive Plan to increase the maximum number of shares which may be issued
under the Plan by 1 million shares;
- amend the company's Stock Option Plan for Non-Employee Directors to provide for annual stock option awards
to the company's non-employee directors and to increase the maximum number of shares which may be issued
under such Plan by 50,000 shares;
- appoint Deloitte & Touche LLP as the company's independent certified public accountants for the year ending
Dec. 31, 1996.
MK Rail is a leader in the manufacturing and distribution of engineered locomotive components; provides
locomotive fleet maintenance and overhauls; and manufactures switcher locomotives.
SOURCE MK Rail Corporation /CONTACT: Tim Wesley of MK Rail, 412-237-6052/ (MKRL)
Allegiant Physician Services Initiates Reorganization
ATLANTA, Oct. 30 /PRNewswire/ - Allegiant Physician Services, Inc. (Nasdaq: ALPS) ("ALPS"), announced
today that it has filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Georgia in Atlanta. ALPS has taken this step in order to resolve its legal and
ALPS has recently experienced additional cash flow shortfalls due primarily to (1) the failure of National
Century Financial Enterprises ("NCFE") to continue meeting certain cash requirements of ALPS at levels
anticipated by ALPS under existing arrangements with NCFE and (2) a failure by the purchaser of ALPS' contract
anesthesia business to make scheduled payments to ALPS. Earlier this month, ALPS filed a civil action against
the purchaser, Anesthesia Solutions Inc. ("ASI") and the guarantor of the notes given to ALPS for the purchase
price, Douglas R. Colkitt, M.D.
As previously reported, the Company's financial difficulties began in 1993 when a group of California worker's
compensation insurance companies delayed or refused to pay for medical services provided by a subsidiary of
ALPS. Two years ago, the subsidiary filed a civil action against these insurance companies seeking damages in
excess of $100 million. The civil action is still pending in a California court.
"The decision to seek Chapter 11 relief was made after the Board of Directors concluded it was the only
responsible alternative for protecting shareholders, given the inability to resolve the cash flow financing coupled
with ASI's failure to honor its payment schedule.
"Although bankruptcy proceedings certainly involve unforeseen tasks, our cash plan should enable our company
to continue current operations during the bankruptcy proceedings and emerge through a plan of reorganization as a
viable company," stated Mr. Jackson. ALPS and its subsidiaries currently license computer software utilized in
hospital operating rooms, manage physician practices and operate a physician recruiting service.
ALPS headquarters are located at 500 Northridge Road, Suite 500, Atlanta, Georgia 30350.
SOURCE Allegiant Physician Services /CONTACT: Jim Begnaud, Chief Accounting Officer, 770-643-5644, or
Richard L. Jackson, Chairman, CEO & President, 770-643-5555, both of Allegiant Physician Services/ (ALPS)
Main Street and Main announces third quarter and nine-month results
PHOENIX, AZ--Oct. 30, 1996--Main Street and Main Incorporated (Nasdaq NM Symbol: MAIN), the world's
largest franchisee of T.G.I. Friday's(R) restaurants, today announced financial results for the third quarter and
nine months ended September 30, 1996.
Revenue for the three months ended September 30, 1996 was $29,638,000 compared to $29,858,000 reported in
the comparable period in 1995. The net loss for the quarter decreased to $507,000, or $0.06 per share (based on
8,084,000 shares) compared to a net loss of $995,000, or $0.27 per share (based on 3,639,000 shares) in the
comparable period a year ago.
Revenue for the nine months ended September 30, 1996 increased 3% to $93,557,000 from $90,780,000 for the
first nine months of last year. The net loss for the nine months ended September 30, 1996 was $7,096,000, or
$0.89 per share (based on 7,995,000 shares outstanding) as compared with a net loss of $449,000, or $0.12 per
share (based on 3,638,000 shares outstanding) for the first nine months of 1995. Results for the first nine months
of 1996 include a $7,448,000 million restructuring charge taken in the second quarter of this year. Excluding the
restructuring charge, the net income for the first nine months of 1996 would have been $352,000, or $0.04 per
The increase in the number of shares outstanding for the quarter and nine months ended September 30, 1996
reflects the Company's October 1995 common stock offering of 4,312,500 shares.
Revenue from four restaurants opened subsequent to September 1995 contributed to the overall revenue gain for
the nine months ended September 30, 1996. However, the increase was offset by a decline in same-store sales for
the three- and nine-month periods ended September 30, 1996 of 4.7% and 2.7%, respectively. Despite lower
same-store sales, operating income improved slightly in the three months ended September 30, 1996 as compared
with the same period last year. Additionally, the interest expense declined by $446,000 in the most recent quarter
as compared with the same period the year before, given debt reductions from proceeds of the October 1995
common stock offering.
The Company has $36.6 million in debt, which is comprised of a $27.8 million Term Loan, $7.1 million in debt
secured by specific restaurants, and $1.8 million owed to TGI Friday's, Inc. The Term Loan contains certain
financial covenants relative to debt service coverage, capital expenditures, minimum cash balances, and other
ratios. The Company and its lender are currently in discussion with regard to the debt service coverage ratio,
with which the Company is not in compliance.
John Antioco, Chairman of the Board of Main Street, stated, "Following a complete review of the Company, we
are cautious about the casual dining segment, and management is exploring various options to improve
profitability. As chairman, I continue to be involved with the Company's strategic direction."
Joe Panter, President of Main Street, further said, "Although we have made some improvement in operating
income from last year, we are not satisfied with recent results but remain confident regarding the Company's
future. We are exploring various means of growing the business where we would not need as much cash as
historically has been the case. We are looking for ways to further leverage the Company's management strengths
and infrastructure through development partnerships and management agreements."
Main Street and Main Incorporated is the world's largest T.G.I. Friday's franchisee, operating 43 T.G.I. Friday's
restaurants and one Front Row(R) Sports Grill Restaurant in the western United States.
MAIN STREET AND MAIN INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
9/30/96 9/25/95 9/30/96 9/2595
Revenue $ 29,638 $ 29,858 $ 93,557 $ 90,780
Restaurant Operating Expenses:
Cost of sales 8,538 8,478 26,744 25,784
Payroll and benefits 9,412 9,469 29,192 27,906
Depreciation and amortization 1,130 1,124 3,360 3,227
Other operating expenses 9,030 9,132 27,523 26,509
Total restaurant operating
expenses 28,110 28,203 86,819 83,426
Income from restaurant
operations 1,528 1,655 6,738 7,354
Depreciation and amortization 351 371 1,087 1,026
General and administrative
expenses 913 1,062 2,918 3,283
Restructuring charge --- --- 7,448 ---
Operating income (loss) 264 222 (4,715) 3,045
Interest expense, net 771 1,217 2,381 3,494
Net loss before taxes (507) (995) (7,096) (449)
Income tax expense --- --- --- ---
Net loss $ (507) $ (995) $ (7,096) $ (449)
Net Loss Per Share $ (0.06) $ (0.27) $ (0.89) $ (0.12)
Weighted average shares
outstanding 8,084 3,639 7,995 3,638
CONTACT: Main Street and Main Inc., Phoenix Mark Walker, Chief Financial Officer, 602/852-9000 or
Lippert/Heilshorn & Assoc., Inc., New York Richard Foote/Jeffrey Volk, 212/838-3777
Kerr Reports Third Quarter 1996 Results
LANCASTER, Pa., Oct. 30, 1996 - Kerr Group, Inc. (NYSE: KGM) today reported earnings from continuing
operations before unusual items of $63,000 or $0.02 per common share for the quarter ended September 30,
1996, compared to a loss from continuing operations of $993,000 or $0.25 per common share for the quarter
ended September 30, 1995. Net sales from continuing operations were $28,024,000 in the third quarter of 1996
compared to $28,240,000 in the same period in 1995. The Company has restated its results to present as
discontinued operations the Company's Consumer Products Business, the manufacturing assets of which were
sold in March 1996.
D. Gordon Strickland, President and Chief Executive Officer, said the improvement in results from continuing
operations before unusual items in the third quarter of 1996, as compared to the third quarter of 1995, was
primarily due to sales of higher margin products, lower costs resulting from the restructuring of the Company and
increased production. In addition, the Company did not declare a dividend on its Class B, Series D Preferred
Stock during the second and third quarters of 1996. The cumulative amount of undeclared dividends as of
September 30, 1996 is $414,000.
Mr. Strickland also noted t hat the earnings from continuing operations before unusual items in the third quarter of
1996 of $63,000 was a substantial improvement as compared to the $579,000 loss from continuing operations
before unusual items in the second quarter of 1996. He said the improvement was primarily due to increased
sales and sales of higher margin products.
After unusual items, the Company reported a loss from continuing operations of $4,705,000 or $1.20 per common
share for the quarter ended September 30, 1996, compared to a loss from continuing operations of $993,000 or
$0.25 per common share for the quarter ended September 30, 1995. The loss from continuing operations for the
quarter ended September 30, 1996, includes a charge of $4,000,000 (or $1.02 per common share) to provide a
valuation reserve against its deferred income tax asset. A valuation reserve has been provided due to the amount
of the restructuring charges recorded in 1996 and the projected time period needed to recover the deferred
income tax asset.
During the third quarter of 1996, the Company incurred an unusual pretax loss of $1,280,000 ($768,000 after-tax
or $0.20 per common share) for restructuring costs primarily related to relocation of personnel and equipment.
The Company expects to incur an additional $600,000 ($360,000 after-tax or $0.09 per common share) for
restructuring costs during the remainder of 1996 and early 1997. Accounting rules require these costs to be
expensed as incurred.
The Company had a loss from continuing operations before unusual items for the nine months ended September
30, 1996 of $4,096,000 or $1.04 per common share compared to a loss from continuing operations of $2,518,000
or $0.66 per common share for the nine months ended September 30, 1995. The increased loss was primarily due
to reduced production during the fourth quarter of 1995 and the first quarter of 1996, and increased reserves for
customer rebates and inventory obsolescence.
Net sales for the nine months ended September 30, 1996 were $80,488,000 compared to $81,791,000 in the year
ago period due to lower sales of tamper- evident closures and wide mouth jars and closures.
During the first quarter of 1996, the Company recorded an unusual loss of $7,500,000 ($4,500,000 after-tax or
$1.14 per common share) for the expected costs associated with the restructuring of the Company which included
moving the corporate headquarters from Los Angeles, California to Lancaster, Pennsylvania and the relocation of
the wide mouth jar operations from Santa Fe Springs, California to the Company's existing manufacturing facility
in Bowling Green, Kentucky.
The relocation of the Corporate headquarters and the relocation of the wide mouth jar manufacturing operations
have been completed. The restructuring is expected to result in annualized pretax cost savings of approximately
$6,500,000 primarily from reduced costs for employment, rentals, manufacturing overhead, utilities and freight.
These cost savings are expected to be substantially realized in 1997.
On October 10, 1996, the Company announced that it had executed a commitment letter with The CIT
Group/Business Credit, Inc. for $48,000,000 of financing secured by all of the Company's assets. The proceeds
of the refinancing will permit the Company to restructure its existing indebtedness. In addition to refinancing the
Company's Accounts Receivables Facility, the financing permits the Company to pay $29,300,000 of the
Company's $50,900,000 existing indebtedness. The Company has agreed to exchange the balance of the
Company's existing debt for new secured subordinated notes in the principal amount of $12,000,000 and
convertible preferred stock with a liquidation preference of $13,000,000, and having no stated dividends. The
subordinated notes will bear interest at the rate of 10% per annum, but will be "pay-in- kind" during the first
three years. The preferred stock will be convertible into approximately 748,000 shares of common stock. After
the restructuring, the Company expects to have approximately $10,000,000 of additional borrowing availability.
The Company expects to record an approximate $3,000,000 pretax gain ($1,800,000 after-tax or $0.46 per
common share) related to the refinancing during the fourth quarter of 1996.
The consummation of the restructuring will be subject to the execution and delivery of definitive loan agreements
among The CIT Group/Business Credit, Inc., the holders of the existing institutional indebtedness and the
Company. There can be no assurance that the restructuring will be consummated.
In addition, the Company obtained an extension of waivers of certain financial covenants through December 8,
1996 for its existing institutional indebtedness and an extension of the maturity date of the unsecured Note to
December 8, 1996.
Kerr, headquartered in Lancaster, Pennsylvania, is a major producer of plastic packaging products.
KERR GROUP, INC.
Consolidated Statements of Earnings (Loss) for the
Three Months and Nine Months Ended September 30, 1996 and 1995
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
Net sales $28,024 $28,240 $80,488 $81,791
Cost of sales 20,746 22,436 64,772 63,958
Gross profit 7,278 5,804 15,716 17,833
Selling, warehouse, general and
administrative expense 5,665 5,997 17,964 17,671
Loss on restructuring (A) 0 0 7,500 0
Other costs associated
with restructuring (B) 1,280 0 1,936 0
Financing costs 0 0 245 0
Interest expense 1,241 1,180 3,812 3,501
Interest and other income (78) (53) (268) (138)
Loss from continuing operations
before income taxes (830) (1,320) (15,473) (3,201)
for income taxes (C) 3,668 (534) (2,189) (1,304)
Loss from continuing
operations (D) $(4,498) $(786) $(13,284) $(1,897)
Gain on sale of
discontinued operations (F) 0 0 1,564 0
Earnings (loss) from
discontinued operations 0 (313) (133) 126
Net earnings (loss)
discontinued operations 0 (313) 1,431 126
Net loss (4,498) (1,099) (11,853) (1,771)
Preferred stock dividends (G) 207 207 621 621
Net loss applicable
to common stockholders $(4,705) $(1,306) $(12,474) $(2,392)
Net earnings (loss) per common
share, primary and fully
diluted: (G) (H)
From continuing operations $(1.20) $(0.25) $(3.53) $(0.66)
operations (E) .00 (0.08) .36 .03
Net loss $(1.20) $(0.33) $(3.17) $(0.63)
(A) During the first quarter of 1996, the Company recorded an
unusual loss of $7,500,000 ($4,500,000 after-tax or $1.14 per common
share) for the expected costs associated with the restructuring of
the Company which included moving the corporate headquarters from
Los Angeles, California to Lancaster, Pennsylvania and the
relocation of the wide mouth jar operations from Santa Fe Springs,
California to Bowling Green, Kentucky. The pretax loss consisted of
reserves for i) severance, workers compensation and insurance
continuation costs of $3,000,000, ii) costs associated with
subleasing the two facilities of $2,300,000, iii) asset retirements
of $1,600,000 and iv) other costs of $600,000.
(B) During the third quarter of 1996 the Company incurred an
unusual pretax loss of $1,280,000 ($768,000 after-tax or $0.20 per
common share) for restructuring costs primarily related to
relocation of personnel and equipment. The Company expects to incur
additional pretax charges of approximately $600,000 for
restructuring costs during the remainder of 1996 and early 1997.
Accounting rules require these costs to be expensed as incurred.
(C) The provision (benefit) for income taxes for the three
months and nine months ended September 30, 1996 includes a provision
of $4,000,000 related to a deferred income tax asset valuation
reserve. The valuation reserve has been provided due to the amount
of the restructuring charges recorded in 1996 and the projected time
period needed to recover the deferred income tax asset.
(D) Loss from continuing operations consists of the following:
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
from continuing operations
before unusual items (after
deduction for preferred
stock dividends) $63 $(993) $(4,096) $(2,518)
Add back preferred
stock dividends 207 207 621 621
Earnings (loss) from
continuing operations before
unusual items and
preferred stock dividends 270 (786) (3,475) (1,897)
Loss on restructuring,
net of tax benefit 0 0 (4,500) 0
Other costs associated
net of tax benefit (768) 0 (1,162) 0
net of tax benefit 0 0 (147) 0
Deferred tax asset
valuation allowance (4,000) 0 (4,000) 0
Loss from continuing
operations (4,498) (786) (13,284) (1,897)
(E) The Company sold the manufacturing assets of its Consumer
Products Business on March 15, 1996 and, accordingly, has reflected
the results of this discontinued business separately from continuing
operations in the above table. The presentation of this business as
discontinued operations had no effect on net loss, net loss
applicable to common stockholders and net loss per common share from
the amount previously reported.
(F) The gain on the sale of discontinued operations has been
reduced by $5,800,000 of reserves for i) retiree health care and
pension expenses of $3,800,000, ii) severance and related costs of
$1,000,000, iii) professional fees of $500,000, iv) asset
retirements of $300,000, and v) other costs of $200,000.
(G) The Company did not declare a dividend on its Class B,
Series D Preferred Stock during the second and third quarters of
1996. The cumulative amount of undeclared dividends as of September
30, 1996 is $414,000. Under accounting rules, such dividends are
not accrued until declared.
(H) Weighted average number of common shares outstanding for
the three months ended September 30, 1996 and 1995 was 3,933,000.
Weighted average number of common shares outstanding for the nine
months ended September 30, 1996 and 1995 were 3,933,000 and
3,812,000, respectively. Fully diluted net earnings per common
share reflect when dilutive, a) the incremental common shares
issuable upon the assumed exercise of outstanding stock options, and
b) the assumed conversion of the Class B, Series D Preferred Stock
and the elimination of the related dividends. The calculation of
fully diluted net earnings (loss) per common share for the three
months and the nine months ended September 30, 1996 and 1995 was not
Condensed Consolidated Balance Sheets as of
September 30, 1996 and December 31, 1995
September 30, December 31,
Cash and cash equivalents $3,564 $3,904
Receivables (A) 11,195 7,154
Inventories 15,080 17,748
Prepaid expenses and other current assets 2,605 3,106
Current net assets related to
discontinued operations (A) (B) 4,710 12,847
Total current assets 37,154 44,759
Property, plant and equipment, net 40,180 46,818
Deferred income tax asset 8,299 8,057
Goodwill and other intangibles 6,727 6,983
Other assets 7,364 8,026
Non-current net assets related to
discontinued operations (B) 0 4,854
Liabilities and Stockholders' Equity:
Short-term debt $5,856 $6,500
Senior debt due 1997 through 2003
classified as current (B) 45,044 50,000
Other current liabilities 17,834 18,597
Total current liabilities 68,734 75,097
Accrued pension 13,175 18,318
Other long-term liabilities 4,451 2,175
Preferred stock 9,748 9,748
Common equity before pension adjustment 12,239 24,299
Excess of additional pension liability
over unrecognized prior service cost,
net of tax benefits (8,623) (10,140)
Total stockholders' equity 13,364 23,907
(A) Receivables as of September 30, 1996, and December 31,
1995, have been reduced by net proceeds of $3,959,000 and
$7,357,000, respectively, from advances pursuant to the sale of
receivables under the Company's Accounts Receivable Agreement. In
addition, receivables as of December 31, 1995, related to
discontinued operations, included in Current Net Assets Related to
Discontinued Operations, have been reduced by net proceeds of
$343,000 from advances pursuant to the sale of receivables under the
Company's Accounts Receivable Agreement.
(B) The Company sold the manufacturing assets of its Consumer
Products Business on March 15, 1996, and, accordingly, has reflected
the net assets and liabilities of this discontinued business
separately in the above table.
(C) The Company's outstanding senior debt due 1997 through 2003
was classified as a current liability because the Company was in
default of certain financial covenants for which the Company had
received waivers only through December 8, 1996.
SOURCE Kerr Group, Inc./CONTACT: Geoffrey A. Whynot, Vice President, Finance and Chief Financial
Officer of Kerr, 717-390-8439/ (KGM)