Grand Union announces second quarter and 28 week results
WAYNE, N.J.--Nov. 15, 1996--The Grand Union Company announced that sales for its 12 week second quarter
ended Oct. 12, 1996 totaled $533.4 million compared to $523.7 million for the comparable 12 week quarter
ended Oct. 14, 1995.
Sales for the 28 weeks ended Oct. 12, 1996 totaled $1,260.2 million, compared to sales of $1,244.3 million for
the comparable period last year. Same store sales increased 2.0% during the second quarter and 1.4% for the
year to date, compared to the same periods of the prior year. The company has now experienced three
consecutive quarters of same store sales increases.
EBITDA totaled $30.6 million and $72.1 million, both 5.7% of sales, for this year's second quarter and year to
date period, compared to $33.0 million, 6.3% of sales, and $77.3 million, 6.2% of sales, for the comparable
periods last year.
Roger E. Stangeland, chairman of the board, said, "We are very pleased with the progress we continue to make in
building same store sales; however, the cost of generating these sales gains was more than we expected. Our
challenge for the remainder of this year is to continue to build on the sales progress we have made to date while
moderating our costs." Stangeland went on to say, "On September 17 we sold the first $40 million, of a total of
$100 million, of convertible preferred stock to an affiliate of Shamrock Capital Advisors Inc. and affiliates of
GE investments. This very significant step will enable us to accelerate our growing customer appeal by taking
advantage of the capital spending opportunities available to us."
Joseph J. McCaig, president and chief executive officer, said, "During the second quarter we continued the
implementation of our strategic plan by installing equipment for our `Best Take-Out Restaurant in Town' program
in many additional stores and by testing our `Fresh at Five' program in 25 stores. The growing, positive customer
response to our sales building programs strongly reinforces our determination to continue to reduce costs the
customer doesn't see and re-invest those savings in areas the customer sees every day."
McCaig said "The accelerated capital spending made possible by the sale of preferred stock is already
underway, with our primary emphasis being on the M.A.S.T.E.R.S. ("Maximize All Space, Totally Expand The
Right Stuff") renovations. During the second quarter, we began work on the next four M.A.S.T.E.R.S.
renovations. We completed the renovation of our Berkeley Heights, N.J., store last week and the remaining three
will be completed within the nest month. Two weeks ago, we opened a replacement store in Niskayuna, N.Y. By
the end of this fiscal year we expect to have opened one new store, two replacement stores, 10 M.A.S.T.E.R.S
renovations and have two replacement stores and one new store under construction. Capital spending, including
capital leases other than real estate leases, totaled approximately $20 million through the second quarter and is
expected to total between $65 and $70 million for the full year."
The same store sales increases of 2.0% for the second quarter and 1.4% for the year to date resulted from the
continued maturation of the company's marketing and customer service programs, partially offset by the negative
impact of the wet, cool summer on its northern resort stores.
EBITDA (earnings before LIFO provision, depreciation and amortization, unusual items, interest expense,
income tax and extraordinary gain) decreased $2.4 million for the second quarter and $5.2 million for the year to
date compared to the same periods last year. The comparison of this year's second quarter EBITDA to last year
was negatively affected, as a percentage of sales, by the "More Lower Prices" marketing program implemented
last year and completed early this year and by higher levels of sales promotions, offset by the positive benefits
from outsourcing the company's warehousing, distribution and product supply. The comparison of EBITDA to the
prior year for the year to date period included the above factors, as well as the positive benefit of the restoration
of vendor promotional allowances and other vendor support to normal levels this year from bankruptcy impacted
levels experienced in last year's first quarter.
The company reported net losses applicable to common stock of $30.9 million ($3.09 per share) for the second
quarter and $74.7 million ($7.47 per share) for the year to date period. Last year, the company reported a loss for
the second quarter of $30.1 million ($3.01 per share) and, for the comparable year to date period, had a loss
before extraordinary gain on debt discharge of $68.9 million.
The company held its 1996 Annual Stockholders' Meeting on Nov. 7, 1996. The stockholders re-elected all nine
incumbent directors and approved all proposals, including the 1995 Non-Employee Directors' Stock Option Plan,
the 1995 Equity Incentive Plan, an increase in the number of authorized shares of common stock and two
amendments to the company's certificate of incorporation, a Fair Price Amendment and an amendment to permit
stockholder action by written consents.
Certain statements contained in this press release are "forward- looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ materially from future results expressed
or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to,
the competitive environment in which the company operates, the company's ability to complete its capital
expenditure program on a timely basis and the general economic conditions in the geographic areas in which the
Grand Union is a regional retail food company which currently operates 227 retail food stores in six Northeastern
states. Its common stock is traded under the GUCO symbol on the NASDAQ National Market.
THE GRAND UNION COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands of dollars)
12 Weeks Ended 28 Weeks Ended
Oct. 12, Oct. 14, Oct. 12, Oct. 14,
1996 1995 1996 1995
Sales $ 533,412 $ 523,711 $ 1,260,235 $
Gross Profit 162,458 162,937 384,757
administrative expenses (131,809) (129,932) (312,687)
Earnings before LIFO
provision, depreciation and
amortization, unusual items,
interest expense, income tax,
and extraordinary gain on
debt discharge (EBITDA) 30,649 33,005 72,070
LIFO provision (300) (300) (700)
amortization (19,732) (17,002) (45,145)
Amortization of excess
reorganization value (23,678) (24,717) (55,250)
Unusual items(a) - (4,500)
Interest expense, net (24,574) (22,433) (56,861)
Loss before income tax
benefit and extraordinary
gain on debt discharge (37,635) (35,947) (85,886)
Income tax benefit 6,982 5,872 11,421
Loss before extraordinary
gain on debt discharge (30,653) (30,075) (74,465)
Extraordinary gain on
- - - 854,785
Net (loss) income (30,653) (30,075) (74,465)
Accrued preferred stock
dividends (243) - (243)
Net (loss) income applicable
to common stock $ (30,896) $ (30,075) $ (74,708) $
(a) Unusual items consists of $18,627 of reorganization expense for
the 28 weeks ended Oct. 14, 1995 and a $4,500 provision for
voluntary resignation incentives for the 12 and 28 weeks ended Oct.
CONTACT: The Grand Union Company Donald C. Vaillancourt, 201/890-6100
Perfumania, Inc. Announces Definite Agreement to Purchase Assets of Nature's Elements Holding Corporation
MIAMI, FL - Nov. 15, 1996 - Perfumania, Inc. (Nasdaq: PRFM) announced today that it has entered into a
definite agreement to purchase substantially all of the assets of Nature's Elements Holding Corporation. Included
in the purchase are 34 operating stores in the northeast. The Nature's Elements stores currently sell cosmetics,
treatments, bath and body products, and candles under the name Nature's Elements.
The agreement was approved by the Bankruptcy Court and closing is expected to take place early next week. For
the remainder of the holiday season, Perfumania intends to continue to operate the stores as they have been
running except that Perfumania will add fragrance gift sets to each of the stores.
SOURCE Perfumania, Inc. /CONTACT: Simon Falic, Perfumania, 305-889-1520/
Bentley Pharmaceuticals Inc., Reports Results from Operations For Third Quarter
TAMPA, Fla.--Nov. 15, 1996--Bentley Pharmaceuticals Inc. (AMEX:BNT) today reported that although sales
for the third quarter ended Sept. 30, 1996, were $4,049,000, compared with sales of $8,169,000 in the previous
year's third quarter, the company tripled its gross profit margins to 42 percent, or $1,700,000, for the three month
period, compared with only 14 percent, or $1,140,000, at this time last year, primarily as the result of the
discontinuance of low margin product sales in France, and continued solid growth of 76% in sales of higher
margin products in Spain.
Additionally, the company generated positive cash flow from operations of $335,000 for the nine months ended
Sept. 30, 1996, compared with net use of cash from operations of $2,268,000 for the same period last year.
The company also reported a net loss of $710,000, or $.22 per share for the current reporting period, compared
with a net loss of $130,000, or $.06 per share for the previous year's third quarter. For the nine month period
ended Sept. 30, 1996, sales were $18,425,000, compared with sales of $24,368,000 during the same period last
year. The company also reported a net loss for the nine months ended Sept. 30, 1996, of $2,085,000, or $.66 per
share, compared with a net loss of $1,519,000, or $.55 per share, for the same period a year ago.
"We continue to be pleased with the substantial progress that we are making with respect to results from
operations," said James R. Murphy, president and chief executive officer of Bentley Pharmaceuticals. "We
experienced continued sales growth in Spain, and the loss from operations improved to $739,000 for the nine
months ended September 30, 1996, versus $1,882,000 in the same period last year. Notwithstanding the decrease
in sales volume associated with the expiration of the Ceredase marketing agreement, we were successful in
achieving a 46 percent improvement in loss from operations for the quarter and a 61 percent improvement in loss
from operations, year to date. Given the restructuring, unceasing cost control and newly defined direction of the
Company, we believe we are on track to achieve our goals and objectives," concluded Murphy.
Leveraging competitive advantages of relatively low-cost GMP-accredited manufacturing capability, novel
drug-delivery technologies and an international sales and marketing presence, Tampa-based Bentley
Pharmaceuticals, Inc., is an emerging international pharmaceutical company with a broad and expanding line of
off-patent ("generic") drugs marketed in Spain that prevent or treat illnesses in the following therapeutic
categories -- cardiovascular, gastrointestinal, neurological, dermatological, analgesic, and women's health care.
BENTLEY PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For The For The
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30
1996 1995 1996 1995
Sales $4,049 $8,169 $18,425
Cost of Sales 2,349 7,029 12,879
Gross Profit 1,700 1,140 5,546
Total Operating Expenses 2,111 1,901 6,285
Loss From Operations (411) (761) (739)
Other (Income) Expenses
Interest Expense 331 89 1,343
Interest Income (34) -- (79)
Other (Income) Expense, net 2 (720) 82
Net Loss $(710) $(130) $(2,085)
Net Loss Per Common Share $(.22) $(.06) $(.66)
Loss From Operations Per
Common Share $(.12) $(.26) $(.22)
Weighted Average Common Shares
Outstanding 3,332 2,978 3,331
CONTACT: Bentley Pharmaceuticals Inc. Michael D. Price, 813/286-4401 or Ronald Trahan Associates, Inc.
Ronald C. Trahan, 508/651-1180 or Continental Capital & Equity Corp. Jimmy Holton, 407/875-1110 or
ECOS Group Inc. announces second quarter results
WEST PALM BEACH, Fla.--Nov. 15, 1996--ECOS Group Inc. (formerly known as Evans Environmental Corp.)
Friday announced second quarter results for the reporting period ended Sept. 30, 1996.
Revenues of the quarter were $2,191,036, an increase of 49% from $1,474,739 of revenues in the corresponding
period. The company reported a net loss of $535,676 or $(.03) per share for the quarter compared to a net loss of
$69,263 or (nil) per share in the prior year's second quarter. The company's results of operation for the quarter
include the recent July 1996 acquisition of American Remedial Technologies Inc. and restructuring efforts of new
The company's revenues for the six month period ended Sept. 30, 1996 were $3,456,081, up 6% from $3,265,550
in the comparable period last year. The company reported a net loss of $590,432 or $.06 per share compared to a
net loss of $390,491 or $(.03) per share for the prior year corresponding period. Net income for the 1996 six
month period included a net gain from discontinued operations of $509,036 or $.05 per share and extraordinary
gains of $1,215,072 or $.10 per share.
ECOS is an emerging leader in providing innovative environmental consulting and management, remediation and
resource recovery services to the US market. ECOS specializes in providing solutions to environmental problems
such as contaminated soil and water, underground storage tanks, asbestos, lead based paint, wetland or
endangered habitat management, thermal remediation and steel recycling services to industry and government.
ECOS Group Inc. (f/k/a Evans Environmental Corp.)
ECOS Group Inc.
(F/N/A Evans Environmental Corp.)
Quarter ended Sept. 30,
Total revenues $ 2,191,036 $ 1,474,739
Operating loss $ (529,386) $ (159,687)
Discontinued operations -- $ 136,928
Net income (loss) $ (535,676) $ (69,263)
Income (loss) per share:
Continuing operations $ (0.03) $ (0.01)
Discontinued operations -- $ 0.01
Net income (loss) $ (0.03) --
Six months ended Sept. 30,
Total revenues $ 3,456,081 $ 3,265,550
Operating loss $ (1,105,282) $ (522,737)
Discontinued operations $ 509,036 $ 222,428
Net loss before
extraordinary income $ (624,640) $ (390,491)
Extraordinary income $ 1,215,072 --
Net income (loss) $ 590,432 $ (390,491)
Income (loss) per share:
Continuing operations $ (0.09) $ (0.05)
Discontinued operations $ 0.05 $ 0.02
Extraordinary income $ 0.10 --
Net income (loss) $ 0.06 $ (0.03)
Net working capital $ (799,840) $ (2,206,090)
Total assets $ 14,114,767 $ 5,245,892
Total stockholders' equity $ 9,750,540 $ (427,055)
CONTACT: ECOS Group Inc., West Palm Beach Enrique A. Tomeu, President & Chief Executive Officer or
David C. Langle, Chief Financial Officer 561/835-0990
biosys Inc. announces third quarter financial results
COLUMBIA, Md.--Nov. 15, 1996--biosys Inc. (Nasdaq: BIOSQ) Friday announced its financial results for the
third quarter ended Sept. 30, 1996.
On March 18, 1996, biosys completed the acquisition of AgriDyne Technologies Inc. in a transaction which has
been accounted for under the convention of purchase accounting. Accordingly, the purchased research and
development of $6 million was written off in the first quarter of 1996 as a one-time non-recurring transaction.
On Sept. 27, 1996, biosys Inc. and one of its subsidiaries, Crop Genetics International Corp. filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code as a protective measure against respective creditors.
Revenues for the quarter ended Sept. 30, 1996, totaled $5,137,000, compared to $5,322,000 reported for the
comparable period of 1995, which resulted in revenues for the nine months ended Sept. 30, 1996 of $19,238,000,
compared to $19,744,000 in 1995.
The quarter and nine month comparisons are adversely affected by the respective timing of the harvest and sale of
Kleentek seed cane. In 1995 all of the Kleentek seed cane had been harvested and sold by Sept. 30 and
$1,930,000 of revenue was recognized in the third quarter of 1995.
Adverse weather conditions delayed the 1996 harvest slightly and only $1,366,000 of revenue was recognized
for Kleentek seed cane in the quarter ended Sept. 30, 1996. The harvest was completed in October 1996 and total
revenue from the Kleentek seed cane in 1996 is expected to approximate $1,900,000.
Product sales, other than Kleentek, for the third quarter were therefore $3,577,000 for the third quarter of 1996,
an increase of 7.9% from product sales other than Kleentek of $3,316,000 in 1995.
Gross profit for the quarter totaled $339,000 compared to $691,000 for the comparable quarter in 1995, and for
the nine months ended Sept. 30, 1996, gross profit totalled $2,506,000 compared to $2,756,000 in 1995.
Operating costs continue to reflect strong savings from merger synergies and cost efficiency measures. Operating
costs before merger expenses for the third quarter of 1996 were $2,876,000, a reduction of 17% compared to
$3,468,000 for the third quarter of 1995. Operating costs before merger expenses for the nine months ended Sept.
30, 1996 have decreased 19% from $11,856,000 in 1995 to $9,648,000 in 1996.
The net loss for the third quarter before merger costs was $2,851,000 or (36) cents per share in 1996 as
compared to $3,210,000 or (68) cents per share in 1995.
The net loss year to date, before merger costs and the one-time purchase accounting charge related to the
AgriDyne merger as described above, was $8,337,000 or $(1.17) per share, compared to a net loss before
merger expenses of $9,860,000 or $(2.19) per share for the nine months ended Sept. 30, 1995.
Net loss for the nine months ended Sept. 30, 1996, including the one time merger costs and charges related to
purchase accounting for AgriDyne merger ($6.1MM), was $14,395,000, or $(2.03) per share.
biosys is a leader in the development and commercialization of biological products worldwide, primarily for
insect control applications, based on multiple technologies, including nematodes and baculoviruses, as well as
environmentally benign botanical and pheromone products.
biosys also has a contract fermentation business unit, which scales up and produces fermentation products for
third party clients. biosys has active research programs in a variety of areas, including nematode and pheromone
product development, baculovirus production via both in vivo and in vitro methodologies, and applications of
recombinant virus technology.
Condensed Consolidated Statement of Operations
Three months ended Nine months ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
------ ------ ------ ------
Product sales $ 4,943 $ 5,246 $18,514 $19,668
and development 194 76 724 76
------- ------- ------- -------
Total revenues 5,137 5,322 19,238 19,744
------- ------- ------- -------
Operating costs and
Cost of product
sales 4,798 4,631 16,732 16,988
Operating costs 2,876 3,468 9,648 11,856
and development -- -- 6,000 --
Merger costs -- 765 58 3,961
------- ------- ------- -------
costs and expenses 7,674 8,864 32,438 32,805
------- ------- ------- -------
Loss from operations (2,537) (3,542) (13,200) (13,061)
Interest, other income
and expense, net (314) (433) (1,195) (760)
------- ------- ------- -------
Net loss $(2,851) $(3,975) $(14,395) $(13,821)
Net loss per
common share $ (0.36) $ (0.84) $ (2.03) $ (3.07)
outstanding 7,869 4,705 7,106 4,507
Condensed Consolidated Balance Sheet
(amounts in thousands)
Sept. 30, Dec. 30,
Cash, cash equivalents, and
short-term investments $ 755 $ 1,755
Other current assets 8,862 7,595
Property and equipment, net 6,378 6,421
Other assets, net 4,699 586
Total assets $20,694 $16,357
Liabilities & Shareholders' Equity:
Current liabilities $ 6,209 $15,039
Long-term obligations -- 3,642
Liabilities subject to compromise 10,852 --
Shareholders' equity 3,633 (2,324)
Total liabilities &
shareholders' equity $20,694 $16,357
For a more detailed statement of company results please refer to the "Management's Discussion and Analysis"
section in Form 10Q, which was filed with the SEC today.
CONTACT: biosys Inc. Dr. Edwin C. Quattlebaum, president and CEO or Michael R.N. Thomas, vice president
and CFO 410/381-3800
Clothestime retains Financo as investment banker
ANAHEIM, Calif.--Nov. 15, 1996--The Clothestime Inc. on Friday announced that Financo Inc., a New York
based investment bank specializing in retail and apparel industry transactions, has been engaged to advise and
assist the company with its efforts to maximize the value of the company, which has been under the protection of
Chapter 11 of the U.S. Bankruptcy Code since Dec. 8, 1995.
"Our first year under the protection of Chapter 11 has allowed us the time to stabilize the company and consider
an orderly solution to our financial and operating challenges," stated Clothestime's Chairman and Chief Executive
Officer John Ortega II.
"With our Christmas selling season nearly upon us, we have begun preparing -- earlier than most companies in
Chapter 11 -- for a resolution of the process that will best serve the joint interests of the company, its
shareholders, and associates.
"Financo has a proven track record of servicing companies in the retail sector, and we believe that the timing of
its engagement is appropriate at this stage of the reorganization process."
Joshua Goldberg, managing director, will head up Financo's advisory efforts. Goldberg has been involved in
mergers and acquisitions as both an attorney and an investment banker since 1983, and has been a senior partner
at Financo since it's re- establishment in 1989.
Clothestime Stores currently operates 357 women's apparel stores in 17 states and Puerto Rico, offering
in-season fashions of moderately-priced sportswear, dresses and accessories, emphasizing fashion at a discount
from department and specialty stores.
CONTACT: The Clothestime Inc., Anaheim Andrew G. Tepper, 714/779-5881, Ext. 2260
Elsinore reports third-quarter results
LAS VEGAS, NV --Nov. 15, 1996--Elsinore Corp. (ASE/PSE:ELS) Friday reported financial results for the
company's third quarter ended Sept. 30, 1996.
Elsinore reported revenues of $14,813,000 for the third quarter, compared with $13,756,000 for the comparable
period of 1995. The company reported a net loss of $1,604,000, or $0.10 per share on 15,891,793 weighted
average shares outstanding, compared with a net loss of $8,921,000, or $0.56 per share on 15,877,849 weighted
average shares outstanding, for the third quarter of 1995.
For the nine months ended Sept. 30, 1996, the company reported revenues of $45,815,000 compared with
$43,049,000 for the same period last year. Net loss for the nine-month period was $920,000, or $0.06 per share
on 15,891,793 weighted average shares outstanding, compared with a net loss of $16,198,000, or $1.05 per share
on 15,383,988 weighted average shares outstanding for the same period a year ago.
Operating results and cash flows improved because of the increase in patronage, as discussed below, and the
protection afforded the company by the bankruptcy laws (contractual interest is reflected in the accompanying
condensed table of operations) as reorganization proceedings continued during 1996.
The company reported that third-quarter revenues from the Four Queens Hotel and Casino increased to
$14,813,000 from $13,444,000.
The increase resulted primarily from an overall growth in the number of visitors to Las Vegas and by a greater
number of gaming and hotel patrons attracted to the downtown Las Vegas Fremont Street Experience, which
features a 10-story "celestial vault" canopy with an electronic light show choreographed to music, that opened on
Dec. 13, 1995.
The Fremont Street Experience project has connected the Four Queens and nine other major entertainment venues
in a downtown pedestrian mall that offers a total of 17,000 slot machines, 650 blackjack and other table games,
41 restaurants and 8,000 hotel rooms.
On March 1, 1996, Elsinore announced that it had filed with the U.S. Bankruptcy Court for the District of Nevada,
a proposed Plan of Reorganization and an accompanying Disclosure Statement related to the company's filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.
On Aug. 8, 1996 the Bankruptcy Court entered an order confirming a modified plan of reorganization for Elsinore
and certain of its subsidiaries that had also filed for Chapter 11 protection.
As confirmed, the 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 for a redistribution of equity interests in
Creditors of Elsinore, FQI, Elsub and PSELP, as well as Elsinore's shareholders, will receive the distributions
provided under the confirmed plan. Distributions will be made out of cash flow generated by the ongoing
operations of the businesses, supplemented by a $5 million rights offering provided by the plan.
The plan will not be completely effective until all required regulatory approvals are received, including the
approval by the Nevada gaming authorities, and sufficient cash is available for distribution. The company
currently expects that the plan will be fully effective by the end of March 1997.
Trading in the company's common stock continues to be halted by the American Stock Exchange. As previously
reported, the Exchange intends to review the company's continued listing eligibility concurrently with its progress
in the Chapter 11 proceeding. There can be no assurance that the listings on the American Stock Exchange and the
Pacific Stock Exchange will be continued.
Elsinore owns and operates the Four Queens, a downtown Las Vegas Hotel and Casino offering 690 rooms,
meeting facilities, four restaurants, 1050 slot machines, and numerous blackjack, craps and other table games.
ELSINORE CORP. (Debtor in Possession)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
Net revenues $ 14,813 $ 13,756 $ 45,815 $
Costs and expenses,
before interest and
reorganization items 14,629 20,013 43,294
expense of $1,789 and
$6,490 for the three-
and nine-months periods
ended Sept. 30, 1996,
respectively) 811 2,664 1,326
15,440 22,677 44,620 59,247
Income (loss) before
reorganization items (627) (8,921) 1,195
Reorganization items 977 -- 2,115
Net loss $ (1,604) $ (8,921) $ (920) $
Loss per common share $ (0.10) $ (0.56) $ (0.06) $
Weighted average number
of common shares
outstanding 15,891,793 15,877,849 15,891,793
CONSOLIDATED BALANCE SHEET DATA
(Dollars in thousands)
Sept. 30, 1996 Dec. 31, 1995
Current assets $ 8,599 $ 5,578
Total assets 37,874 37,101
Current liabilities 8,380 6,182
Long-term debt 61,425 61,327
Shareholders' equity (deficit) $ (44,361) $ (43,441)
CONTACT: Elsinore Corp., Las Vegas Thomas E. Martin, 702/387-5110 or The Financial Relations Board Inc.,
Los Angeles Daniel Saks, 310/442-0599
Foundation For New Era Philanthropy Bankruptcy Trustee, Non-Profits And Prudential Securities Reach
PHILADELPHIA, PA - Nov. 15, 1996 - The Chapter 7 bankruptcy trustee for the Foundation for New Era
Philanthropy, along with certain non-profit organizations, philanthropists and Prudential Securities Incorporated,
announced today that they have reached a settlement in principle regarding lawsuits pending in United States
District Court and United States Bankruptcy Court in Philadelphia, Pennsylvania. The settlement would resolve
all claims brought against Prudential Securities by the Trustee and certain participants in the ill-fated Foundation
for New Era Philanthropy, as well as result in the withdrawal of objections filed by Prudential Securities to other
settlements entered into by the Trustee. Once completed the settlement would enable the Trustee to move forward
with his proposal for a prompt interim distribution to non-profit organizations harmed by New Era's Ponzi
scheme and then proceed to an expeditious conclusion of the bankruptcy case. Under the terms of the settlement,
Prudential Securities would pay $18 million in final resolution of all claims against it.
The funds provided by Prudential Securities to the bankruptcy estate from the settlement will benefit the various
non-profit organizations that were victimized by New Era. An additional benefit of these agreements would be
the elimination of the burden of protracted and expensive litigation. The settlement when approved by the
appropriate courts would result in the dismissal of the Trustee's lawsuit against Prudential Securities as well as
the withdrawal of objections and settlement of appeals filed by Prudential Securities regarding decisions by the
Bankruptcy Court in the New Era case. Further, this settlement is intended to resolve all litigation and potential
claims against Prudential Securities by non-profit organizations and philanthropists that had deposited funds with
Arlin M. Adams, the Trustee, said, "Under the guidance of Judge Dalzell, we worked closely with Prudential
Securities and the other parties in fashioning this resolution. This settlement should assure the swift
administration of the bankruptcy case and enable me to obtain authorization to make an interim distribution of
funds to those charities victimized by the Foundation for New Era Philanthropy. I am pleased with Prudential
Securities' commitment to finding a solution to these matters and avoiding lengthy and expensive litigation." The
Trustee was greatly aided in these endeavors by a great many of the charities involved in the New Era bankruptcy
case, and most importantly United Response and Judge Rollin Van Broekhoven.
Prudential Securities said, "We are pleased to resolve this matter in a way that further benefits the wide variety
of organizations that provide important services to their communities. This settlement allows the Trustee to move
forward quickly with the bankruptcy case and resolve these issues in a manner that benefits everyone." In
agreeing to the settlement, Prudential Securities made no admission of any liability.
The Settlement is subject to final documentation and approval by the United States Bankruptcy Court, where the
Trustee's action is pending, and the United States District Court, where the suits of the participants have been
consolidated before District Judge Stewart Dalzell. The parties anticipate promptly presenting the settlement
agreement to the courts for approval.
SOURCE Prudential Securities Incorporated /CONTACT: Charles Perkins of Prudential Securities,
212-214-3955, or Stuart M. Brown, Esq., Bankruptcy Trustee, 215-665-3929/
Presidio sets final acquisition terms with Tom Brown
DENVER, CO --Nov. 15, 1996--PRESIDIO OIL COMPANY today reported that Tom Brown, Inc. has agreed to
increase its purchase price for Presidio to $193.1 million (consisting of approximately $105 million of cash and
5.35 million shares of Tom Brown Common Stock valued at $16.50 per share), plus the assumption of certain
The previous acquisition agreement provided for an aggregate purchase price of $183 million. In exchange for the
increased purchase price, all of its principal creditors have agreed to support Presidio's Chapter 11 Bankruptcy
reorganization plan. The revised acquisition terms have been approved by Presidio's Board of Directors. A
confirmation hearing is scheduled for December 10, 1996 and the acquisition is currently anticipated to close no
later than year end 1996.
Presidio is an independent oil and gas company engaged in onshore oil and gas exploration, development and
production in the continental United States.
CONTACT: Presidio Oil, Denver Investor Relations at (212) 593-2244
Tom Brown, Inc. Revises Acquisition Terms - Gains Presidio's Principal Creditors Approval
MIDLAND, Texas--Nov. 15, 1996--Tom Brown, Inc. (NASDAQ:TMBR) today announced it has agreed to
increase its purchase price for Presidio Oil Company from $183 million to $193.1 million (consisting of
approximately $105 million in cash and 5.35 million shares of Tom Brown, Inc. Common Stock valued at $16.50
per share) plus the assumption of certain liabilities.
In exchange for the increased purchase price all impaired creditor classes have agreed to support Presidio's
Chapter 11 Bankruptcy reorganization plan. The Company currently owns 56% of Presidio's Senior Gas Index
Notes and will receive a portion of the purchase price. The net consideration required of the Company will be
approximately $105 million in cash and 2.71 million shares of Tom Brown, Inc. Common Stock.
Tom Brown, Inc.'s obligation to consummate the transaction is subject to a number of conditions including the
receipt of a Chapter 11 bankruptcy confirmation order approving the transaction by Dec. 12, 1996. A
confirmation hearing is scheduled for December 10 and the acquisition should close by year end.
Donald L. Evans, Chairman of the Board and Chief Executive Officer of Tom Brown, Inc., said: "The Company
increased its offer from $183 million to $193.1 million to gain the consent of the creditors. The higher price
reflects the improved gas market and higher natural gas prices currently existing in the Rocky Mountains. We are
pleased that following many months of negotiation the proposed acquisition of Presidio is in the final stage."
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."
CONTACT: Tom Brown, Inc., Midland Donald L. Evans, 915/682-9715
Allis-Chalmers Corporation Reports Third Quarter Results
MILWAUKEE, - Nov. 15, 1996 - Allis-Chalmers Corporation today reported a net loss of $461,000, or $.46 per
common share, in the third quarter of 1996 compared with a net loss of $402,000, or $.40 per common share, in
the same quarter of 1995.
The 1996 third quarter loss included a non-cash expense of $339,000 for pension expense on the unfunded
liability of approximately $11.9 million associated with the Company's Consolidated Pension Plan (Consolidated
Plan). This expense was $267,000 in the third quarter of 1995.
Sales in the third quarter of 1996 were $968,000 compared with $770,000 in the 1995 period. The increase in
sales from the prior year is primarily the result of a stronger market for machinery repair and services along with
expanded sales effort.
For the first nine months of 1996, Allis-Chalmers had a net loss of $1,178,000, or $1.17 per common share,
versus a net loss of $1,194,000, or $1.18 per common share, in the first nine months of 1995. For the first nine
months sales were $3,109,000 in 1996 and $2,392,000 in 1995.
Regarding the underfunding of the Consolidated Plan, the Company made a $205,000 cash contribution to the plan
in the first quarter of 1996. Additional cash contributions required to eliminate this underfunding are estimated to
be $2.3 million in 1996, $3.6 million in 1997 and $12.2 million between 1998 and 2002. The cash contributions
due on April 15, 1996 and July 15, 1996 each in the amount of $637,000 and the cash contribution of $378,000
due on September 15, 1996 were not made. Because the unpaid contributions now exceed $1,000,000, a lien has
been filed by the Pension Benefit Guaranty Corporation (PBGC) against the Company in favor of the
Consolidated Plan. The unpaid contributions result in additional interest liability and may result in IRS excise tax
penalties if they remain unpaid. Given the inability of the Company to fund the entire underfunding obligations
with its current financial resources, a termination of the Consolidated Plan will likely occur, with the
consequence of a liability to the PBGC in excess of the current net worth of the Company. However, the Company
intends to continue discussions with the PBGC concerning its obligations under the Consolidated Plan. Although
it is not possible to predict the outcome of such discussions, if the Company is unable to negotiate a settlement
with the PBGC on terms that are acceptable to the Company, Allis-Chalmers will be required to evaluate its
options, which include attempting to raise additional capital to eliminate the underfunding or seeking protection
from its creditors by commencing voluntary bankruptcy proceedings under the federal bankruptcy laws. The
Company does not believe it will be able to raise additional capital to meet its obligations under the
Financial results for the three and nine month periods ended September 30, 1996 and 1995 follow.
Three Months Nine Months
1996 1995 1996
(thousands, except per share)
Sales $968 $770 $3,109
Net Loss (461) (402)
Average common shares
outstanding 1,003 1,003 1,003
Loss per common share $(.46) $(.40)
SOURCE Allis-Chalmers Corporation /CONTACT: Jeffrey I. Lehman of Allis-Chalmers Corporation,
FIND/SVP Announces Third Quarter Results
NEW YORK--(BUSINESS WIRE)--November 15, 1996--Reports Record Revenues, Third Quarter Loss And
One Time Charge As Part Of Restructuring Plan
FIND/SVP, Inc. (NASDAQ: FSVP) announced today its results for the three months and nine months ended
September 30, 1996. Revenues for the recent three-month period rose to a record $7,441,000 from $7,398,000
for the comparable period in 1995, and to a record $23,079,000 for the nine-month period ended September 30,
1996 from $21,256,000 for the comparable period in 1995.
The Company previously announced on November 1 that it expected a net loss for the third quarter. In line with
those expectations, the Company reported a net loss for the three months ended September 30, 1996 of
($655,000), or ($0.10) per share, and a net loss of ($365,000), or ($0.06) per share, for the nine months ended
September 30, 1996. During the third quarter the Company took a restructuring charge to operations of $802,000,
which accounted for between ($0.06) and ($0.07) of the losses after taking into account the related tax benefit.
The restructuring charge was due to planned changes in its publishing operations and to changes arising from a
more aggressive growth strategy being implemented in conjunction with a new $5 million financing arrangement
led by Furman Selz Investments LLC. The charge covers costs associated with the restructuring of FIND/SVP's
publishing business, including the planned sale and/or closing of certain small properties that are losing money,
and adjustments to inventory and deferred charges, as well as charges associated with the changes in the
Company's marketing strategy and operations.
Andrew P. Garvin, FIND/SVP President, indicated that "the loss for this quarter was due primarily to the
restructuring charge, an unexpected drop in revenues from published reports, and the softness in custom research
revenues for the quarter." He commented that the restructuring charge was in part due to the Company's new
growth strategy which includes "meaningfully expanding our client base and achieving our goal of $100 million
in revenue." Mr. Garvin also reported that "despite the losses, the Company showed a positive cash flow from
operations for the quarter."
FIND/SVP is the premier provider of outsourced research and business intelligence services. Founded in 1969, it
offers an integrated group of knowledge support resources to more than 17,000 executives in 2,500 client
COMPARATIVE STATEMENT OF EARNINGS
For the Nine Months Ended For the Three Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1996 1995 1996 1995
Revenues $23,079,000 $21,256,000 $7,441,000 $7,398,000
and Amortization $355,000 $1,473,000 ($824,000) $554,000
Before Income Taxes
(Tax Benefit) ($651,000) $678,000 ($1,177,000) $278,000
Net (Loss) Income ($365,000) $382,000 ($655,000) $158,000
Net (Loss) Income
Per Common and
Share ($0.06) $0.06 ($0.10) $0.02
Outstanding 6,674,629 6,651,831 6,719,410 6,646,361
CONTACT: Peter Fiorillo firstname.lastname@example.org (212) 645-4500 http://www.findsvp.com
HyperDynamics Corporation Announces Results for First Quarter Ended Sept. 30, 1996
HOUSTON, TX --Nov. 15, 1996--HyperDynamics Corporation (OCT:RAMS) reported consolidated revenues of
$1,571,000 for the first quarter ended Sept. 30, 1996 which represented a 22.6 percent increase over revenues in
the first quarter of fiscal 1995. The company posted a loss for the period of $59,972 or $.01 per share. The
consolidated results include HyperDynamics Corporation; its parent company, RAM-Z Enterprises, Inc; and its
two wholly-owned subsidiaries, Houston Creative Connections, Inc., including its division, The Agency, and
MicroData Systems, Inc.
"This quarter, the first for the combined entities, represents an important milestone for HyperDynamics," said
Greg Mieck, president of the holding company. "We are seeing true synergies among the companies, and this
performance is reflected in accelerating sales throughout our transitional first quarter."
First quarter consolidated revenues for the company comprised revenues from Houston Creative Connections of
$1,165,000 or 74 percent and revenues from MicroData of $496,000 or 26 percent of total assets.
Gross margins widened in the first quarter to 12.9 percent from 8.6 percent in the comparable quarter in 1995;
however, operating expenses at Houston Creative Connections included the start up of The Agency as well as a
new technical drafting service which hurt end results. Additionally, general and administrative expenses were
impacted by restructuring costs associated with the move to a centralized accounting and budgeting system for the
parent company and its subsidiaries. These restructuring costs will continue to affect the company in the second
Highlights during the first quarter included:
-- In August, HyperDynamics acquired Houston Creative Connections, Inc., a computer industry outsourcing
agency; its division, The Agency, a full-service advertising agency; and MicroData Systems, Inc., a value-added
reseller and systems integrator.
-- In September, MicroData Systems, Inc. was awarded a contract, valued at approximately $300,000, to
establish a corporate client server computing environment for Novo Industries, Inc. This turnkey system is on
schedule for completion in early December. A majority of the sales and earnings from this project will fall in the
-- Also in September 1996, HyperDynamics signed a Letter of Intent to acquire Internet Finance and Equipment, a
Florida-based leasing and equipment company servicing the Internet service provider market. The acquisition,
which is subject to HyperDynamics' due diligence, approval of the board of directors and completion of a
definitive agreement, is expected to be effective during the second quarter.
In October, Cherie Dunn joined HyperDynamics as vice president -- marketing. She is responsible for focusing
the company's products and services on demand-driven markets, particularly the Internet market.
HyperDynamics Corporation is a holding company formed in March 1996 to make key acquisitions of technical
and creative businesses providing information technology infrastructure. HyperDynamics is traded on the
NASDAQ Bulletin Board under the symbol RAMS.
RAM-Z ENTERPRISES, INC.
Consolidated Balance Sheets
September 30, 1996 June 30, 1996(a)
(unaudited) (audited pro forma)
Cash $ 74,875 $ 175,962
Accounts Receivable 829,076 742,865
Other Current Assets 40,142 32,082
Total Current Assets 944,093 950,909
EQUIPMENT - net 230,894 164,983
OTHER ASSETS - net 71,666 14,729
TOTAL ASSETS $1,246,653 $1,130,621
LIABILITIES AND STOCKHOLDERS'
Current portion of notes payable $ 35,354 $ 51,344
Bank credit line 149,000 145,000
Short-term note payable 30,000 --
Note payable - related party 40,484 --
Accounts payable 273,664 354,604
Accrued expenses 123,841 89,269
Deferred revenue 76,373 --
Deferred federal income tax 50,616 70,607
TOTAL CURRENT LIABILITIES 779,332 710,824
LONG-TERM DEBT 135,619 79,720
Common stock 6,324 6,265
Paid-in capital 171,622 156,181 --
Retained earnings 153,756 177,631
TOTAL STOCKHOLDERS' EQUITY 331,702 340,077
TOTAL LIABILITIES AND STOCK-
HOLDERS' EQUITY $1,246,653 $1,130,621
(a) This pro forma balance sheet has been derived from the balance
sheets of the various companies at June 30, 1996 and adjust such
information to give effect to the mergers which occurred in
August 1996 as if such mergers had occurred on June 30, 1996.
The pro forma balance sheet is presented for informational
purposes only and does not purport to be indicative of the
financial condition that actually would have resulted if the
mergers had been consummated at June 30, 1996.
RAM-Z ENTERPRISES, INC.
dba HyperDynamics Corporation
Consolidated Income Statements
Three months ended Sept. 30,
Placements $ 978,825 $
Sales of hardware/software 405,610
Graphic design and drafting
COST OF SALES
Sales of hardware/software 354,805
Graphic design and drafting
GROSS MARGIN 202,507
General and administrative 222,113
Depreciation and amortization 26,911
TOTAL EXPENSES 283,020 141,424
Net income (loss) (80,513) (31,342)
Other income 550
Net income (loss) before
income taxes (79,963) (31,342)
INCOME TAXES (RECOVERY) (19,991)
NET INCOME (LOSS) $ (59,972) $ (31,342)
NET LOSS PER COMMON SHARE $ (0.01) n/a
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 6,284,667 n/a
CONTACT: HyperDynamics Corp. Tarrant Hancock, director -- investor relations 713/622-1893, or fax,
Cooper Development Reports 1996 Third Quarter Results
MORGAN HILL, Calif., Nov. 15, 1996 - Cooper Development Company reported today that net sales for the
quarter ended September 30, 1996 were $3,237,000 compared with $4,572,000 for the quarter ended September
30, 1995. Included in net sales are the sales of Cabot's cosmetic product line which was sold on September 5,
1996 of $270,000 in the third quarter of 1996 and $1,280,000 in the third quarter of 1995. The Company reported
a net loss for the quarter ended September 30, 1996 of $2,585,000 or $.71 per share compared with a net loss of
$2,793,000 or $.77 per share for the quarter ended September 30, 1995.
The Company also reported that net sales for the nine months ended September 30, 1996 were $13,301,000
compared with $15,429,000 for the nine month period ended September 30, 1995. Included in net sales are the
sales of Cabot's cosmetic product line of $1,800,000 in the nine months of 1996 and $3,080,000 in the nine
months ended September 30, 1995. The Company reported a net loss for the nine months ended September 30,
1996 of $5,892,000 or $1.62 per share, including the restructuring charge of $363,000 or $.10 per share,
compared with a net loss of $8,673,000 or $2.39 per share for the prior year.
As previously reported on August 21, 1996, Cooper Development Company filed with the Securities and
Exchange Commission a statement in connection with a proposed one-for-500 reverse stock split. The proposed
reverse stock split is intended to terminate its status as a "public reporting company," by reducing the numbers of
its stockholders, and thereby, relieving the Company of the expenses of a public reporting company as quickly as
Coper Development Company invests in and develops personal care products businesses.
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(in thousands, except per share figures)
Three Months Ended Nine
Sept 30, Sept 30, Sept 30,
1996 1995 1996
Net sales $3,237 $4,572 $13,301
Cost of sales 2,103 2,833 7,471
Gross profit 1,134 1,739 5,830
Research and development
expenses 129 138 426
Selling expenses 2,026 2,772
General and administrative
expenses 1,035 2,055 3,728
Restructuring charges 88 -- 363
Amortization of intangible
assets 67 85 217
3,345 5,050 11,799
Operating loss (2,211) (3,311) (5,969)
Interest income 30 21 55
Interest expense (260) (82) (708)
Other income (expense), net (207) 584 948
Loss before income taxes (2,648) (2,788) (5,674)
Income tax expense 63 (5) (218)
Net loss $(2,585) $(2,793) $(5,892)
Net loss per share $(0.71) $(0.77) $(1.62)
Average number of shares
the period 3,629 3,629 3,629
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
September 30, December 31,
Cash and cash equivalents $ 2,601 $2,780
Accounts receivable, net 3,800 4,211
Other receivables 541 302
Inventories 3,833 5,200
Prepaid expenses 216 239
Total current assets 10,991 12,732
Property, plant and equipment, net 2,974 3,359
Intangible assets, net 148 167
Excess cost over net assets
acquired, net 2,841 4,281
Other assets 367 530
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Notes and advances payable to
related parties $ -- $ 2,948
Accounts payable 4,107 5,853
Accrued expenses 6,149 5,600
Tax liabilities 6,494 6,605
Total current liabilities 16,750 21,006
Notes and advances payable to
related parties 8,948 2,450
Other long-term liabilities 1,903 1,943
Total liabilities 27,601 25,399
Stockholders' equity (deficit):
Common stock, $.10 par value per
share 447 447
Additional paid-in capital 68,580 68,580
Foreign currency translation
adjustments 654 712
Accumulated deficit (75,299) (69,407)
Cost of shares held in treasury (4,662) (4,662)
Total stockholders' equity (10,280) (4,330)
$17,321 $ 21,069
SOURCE Cooper Development Co./CONTACT: P.G. Montgomery of Cooper Development Co., 408-779-8088/