SANTA ANA, Calif. -- June 20, 1996 -- Helionetics'
(OTC-BB:HLXC) subsidiary, Tri-Lite
Inc., in Chapter 11 bankruptcy
since Feb. 26, 1996, Thursday said it has reached an agreement with
its primary secured lender (Star Bank, Cincinnati) and the unsecured
creditors' committee and plans to file its plan of reorganization
and disclosure statements with the U.S. Bankruptcy Court, Santa Ana,
this month.
The company said it expects to have a hearing on the adequacy of
the disclosure statement in early August and emerge from bankruptcy
in September 1996 "debt free, operationally profitable and with a
positive cash flow."
As part of the plan, Helionetics Inc., Van Nuys, Calif., will
contribute its AIM Energy Inc. subsidiary to Tri-Lite and most Tri-
Lite directors, now essentially officers of Helionetics, will resign
on confirmation of the plan and will be replaced by independent,
outside directors. Helionetics will remain the company's majority
shareholder.
The plan additionally includes a provision that A. Alvin Katz,
Tri-Lite president and chief operating officer, will automatically
resign his position if the company reports a loss in any one fiscal
year. The board also will have the right to request his resignation
if operating profits fall below 10% pre-tax in any one fiscal year.
The company said it plans to bring all of its filings up to date
prior to or simultaneous with its emergence from bankruptcy and,
thus, to have its shares trading in the public marketplace. At the
time Tri-Lite filed for bankruptcy protection, its shares were
trading on the American Stock Exchange.
The AIM filter, developed by AIM Energy Inc., mitigates
harmonics, a pollutant of electrical systems often resulting in the
disabling of transformers and are regarded a potential cause of
fires.
CONTACT: Paul Keil or Andy Malone --
714/487-1988 or 714/366-5803,
or
A. Alvin Katz, 800/421-6102
SAN MATEO, Calif., June 20, 1996 - Charlotte Walker,
president and CEO of Sanctuary Woods Multimedia Corporation (Nasdaq:
SWMFC; Vancouver), was elected chairman of the board, it was
announced today. A member of the Board of Directors since March
1995, Walker was appointed president and CEO in January. As
chairman, she replaces Brian Beninger who relinquished his seat on
the board. Under the direction of Walker, Sanctuary Woods has sold
its entertainment studio, and streamlined its organization to focus
on the development and publishing of its children's curriculum-based
educational software products.
Other personnel changes include the promotion of Peter Nichter
from assistant controller to controller, with responsibility for the
Company's financial operations and reports. Nichter joined
Sanctuary Woods as assistant controller in 1995 from the ImagiNation
Network where he served as interim controller.
Sanctuary Woods today also announced results for its quarter
ended March 31, 1996. This quarter is a stub period, as the Company
changed its fiscal year end to March 31. Net revenues from consumer
titles decreased to $931,805 in the transition quarter from
$1,302,125 in the first quarter of 1995. This decrease reflects a
$390,000 charge for price protection and product returns, largely
for entertainment titles. The net loss for the Transition Quarter
was ($4,514,171) compared to ($2,896,992) in the quarter ended March
31, 1995, resulting in a net loss per share of ($0.25) in the
Transition Quarter compared to ($0.18) in the period ended March 31,
1995. "The increase in the net loss resulted from substantial
severance costs and other costs related to the reorganization of the
Company's operations, as well as additional inventory reserves and
write-offs related to the Company's assessment of the salability of
entertainment products in its inventory," noted Charlotte Walker,
the Company's President and Chief Executive Officer.
Approximately $2.5 million of operating expenses in the
Transition Quarter were associated with operations which have since
been sold, shut-down or consolidated. This amount, in addition to
$640,000 in charges taken against accounts receivable and
inventories, represented over $3.1 million in expense related to
curtailed operations. Other expenses related to ongoing operations
have also been reduced.
At June 14, 1996, the Company had cash of $290,000, and bridge
notes of $1.550 million had been converted to equity. Of the total
bank borrowings of $1,191,000 outstanding at June 14, $191,000 is
due by June 30, 1996, with the remaining balance payable in full by
December 31, 1996. No additional bank borrowings are currently
available. Although the Company has made substantial progress since
March 31, 1996, in improving its balance sheet condition, the
Company continues to explore a number of options to improve its
capital resources and fund its 1996 operating plan. If the Company
is unable to successfully do so, management believes that the 1996
operating plan may be materially adversely affected.
This announcement contains forward looking statements within the
meaning of section 27A of the Securities Act of 1933 as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In
addition to the potential risks and uncertainties discussed herein,
reference is made to the additional discussion and risk factors in
the Company's Report on Form 10-Q, and Report on Form 10-K, as
amended, on file with the Securities and Exchange Commission.
Sanctuary Woods is a registered trademark and the Sanctuary
Woods tree logo is a trademark of Sanctuary Woods Multimedia. The
NASD and Vancouver Stock Exchange have not reviewed and do not
accept responsibility for the adequacy or accuracy of the contents
of the foregoing.
Condensed Consolidated Balance Sheets
As of March 31, 1996 and December 31, 1995
(unaudited)
March 31, December 31,
1996 1995
ASSETS
CURRENT ASSETS:
Cash $8,455 $11,484
Accounts receivable 800,701 1,308,603
Inventories 1,384,840 1,977,858
Deferred royalties 127,000 80,000
Prepaid expenses 294,203 662,179
Total current assets 2,615,199 4,040,124
PROPERTY AND EQUIPMENT 1,834,266 2,367,589
DEFERRED ROYALTIES 134,000 181,000
LICENSES AND OTHER INTANGIBLES 10,396 9,921
TOTAL ASSETS $4,593,861 $6,598,634
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Bank line of credit $2,226,781 $1,800,000
Notes payable 1,563,666 ---
Accounts payable 3,087,886 2,486,497
Accrued expenses 1,395,359 1,557,648
Royalty obligations 611,905 480,884
Current portion of capital lease obligations 28,715 29,626
Total current liabilities 8,914,312 6,354,655
LONG-TERM ROYALTY OBLIGATIONS 534,000 581,000
CAPITAL LEASE OBLIGATIONS 13,781 20,359
Total liabilities 9,462,093 6,956,014
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Authorized, 100,000,000 common shares,
no par value, issued outstanding,
22,158,580 at March 31, 1996,
and 22,153,580 at December 31, 1995 31,763,839 31,754,188
Accumulated deficit (35,874,113) (31,359,942)
Accumulated translation adjustments (757,958) (751,626)
Total stockholders' equity (deficit) (4,868,232) (357,380)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $4,593,861 $6,598,634
See notes to consolidated financial statements.
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 1996 and 1995
(unaudited)
1996 1995
SALES:
Consumer titles $931,805 $1,302,125
Publisher services 5,807 202,990
Total sales 937,612 1,505,115
COST OF SALES:
Consumer titles 759,288 501,696
Technology amortization 0 80,308
Publisher services 164,922 145,173
Total cost of sales 924,210 727,177
GROSS MARGIN 13,402 777,938
OPERATING EXPENSES:
Research and development 1,261,391 1,008,334
Marketing and sales 1,789,866 1,737,749
Administration 1,196,553 719,049
Depreciation 210,932 211,449
Total operating expenses 4,458,742 3,676,581
LOSS BEFORE OTHER INCOME
(EXPENSE) (4,445,340) (2,898,643)
OTHER INCOME (EXPENSE)
Foreign exchange gain (loss) (203) (10,833)
Interest expense and other (68,628) 12,484
Total other income (expense) (68,831) 1,651
NET LOSS $(4,514,171) $(2,896,992)
NET LOSS PER SHARE ($0.25) ($0.18)
SHARES USED IN COMPUTATION 18,158,085 15,739,957
See notes to consolidated financial statements.
Condensed Consolidated Statement of Cash Flows
Three Months Ended March 31, 1996 and 1995
(unaudited)
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,514,171) $ (2,896,992)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 211,457 356,622
Stock option compensation 12,381 ---
Loss on disposals of assets 401,658 ---
Changes in assets and liabilities:
Accounts receivable 507,902 1,018,926
Inventories 593,018 (80,748)
Deferred royalties and prepaid expenses 451,997 (333,220)
Licenses and other intangibles (1,000) (57,477)
Accounts payable 601,389 (623,330)
Accrued expenses (162,289) 73,357
Net cash used in operating activities (1,897,658) (2,542,862)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (79,267) (272,123)
Net cash used in investing activities (79,267) (272,123)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock-net of issue costs (2,730) 214,106
Net borrowings on bank line of credit 426,781 200,000
Proceeds from issuance of notes payable 1,556,177 ---
Net cash provided by financing activities 1,980,228 414,106
EFFECT OF EXCHANGE RATE CHANGES ON CASH (6,332) ---
NET INCREASE (DECREASE) IN CASH (3,029) (2,400,879)
CASH, BEGINNING OF PERIOD 11,484 2,669,431
CASH, END OF PERIOD $8,455 $268,552
CASH PAID DURING THE PERIOD FOR:
Interest $57,985 $73,972
Income taxes --- 1,600
WORCESTER, Mass., June 20, 1996 - href="chap11.cambridge.html">Cambridge Biotech
Corporation (NASD-OTC-BB: CBCXQ) today announced that Meridian
Diagnostics, Inc. (Nasdaq-NNM: KITS) was the successful bidder
approved yesterday by the Bankruptcy Court to purchase its enteric
product line for $5.5 million in cash plus a $200,000 advance of
royalties and certain other considerations including inventory
purchases and a supply agreement. The current annual sales volume
of the product line is approximately 4 million dollars. The parties
expect the transaction to close next week.
Alison Taunton-Rigby, President and CEO of Cambridge, said, "We
are very pleased with the increased purchase price, and are
confident that Meridian will provide excellent service to our
customers."
William J. Motto, Chairman and Chief Executive Officer, said
"This acquisition is consistent with Meridian's well-established
growth strategy." He went on to say, "This acquisition broadens
Meridian's product line and will produce near- and long-term sales
and profit opportunities both domestically and internationally.
Meridian Diagnostics, Inc. develops, manufactures and markets a
variety of immunodiagnositic test kits, purified reagents such as
antigens and monoclonal and polyclonal antibodies, and related
diagnostic products. All Meridian products are used outside the
human body and require little or no special instrumentation or
equipment. Domestic and international market segments consist of
hospital, commercial and reference laboratories, and physicians'
offices.
Cambridge Biotech Corporation (CBC) is a therapeutics and
diagnostics company focusing on infectious diseases and cancer. CBC
filed for protection under Chapter 11 of the United States
Bankruptcy Code on July 7, 1994, and filed a reorganization plan
with the bankruptcy court on April 10, 1996. After bankruptcy court
approval of CBC's reorganization plan, for which a court hearing is
scheduled for July 15, 1996, the assets, liabilities and
intellectual property of CBC, relating to its biopharmaceutical
business, will transfer to Aquila Biopharmaceuticals. Aquila will
focus on developing and commercializing therapeutic and prophylactic
vaccines for infectious diseases, and immunotherapeutics for cancer.
Aquila's therapeutics business will include the Stimulon(TM) family
of adjuvants and proprietary vaccines. The most advanced adjuvant,
QS-21, is in clinical development through corporate and academic
partners. The proprietary vaccines include a feline leukemia
vaccine currently on the market and vaccines in development in the
areas of tick-borne diseases, streptococcal infections, malaria,
bovine mastitis and canine Lyme disease. CBC recently announced an
agreement to sell its retroviral diagnostic business to bioMerieux
Vitek, Inc. for $6.5 million in cash.
Statements in this release which relate to plans and objectives
of management for future operations or which otherwise relate to
future performance are forward looking statements. Actual results
may differ from those projected as a result of the companyAs success
in emerging from bankruptcy, product demand, pricing, market
acceptance, the effect of economic conditions, intellectual
property, competitive products, risks in product and technology
development, and other risks identified in the Company's Securities
and Exchange Commission filings.
Contacts: Alison Taunton-Rigby, President, Chief Executive Officer
of Cambridge Biotech Corporation, 508-797-5777, or Robert Gottlieb,
Senior Vice President of Feinstein Partners, Inc., 617-577-8110
WEST PALM BEACH, Fla. -- June 20,
1996 -- CliniCorp, Inc. (OTC:CLNI)
announced Thursday that the board
of directors voted unanimously to petition the Federal Court for
protection under Chapter 11 of the United States Bankruptcy Code.
The decision to file for reorganization under Chapter 11
resulted, among other things, from extensive litigation and claims
related to past history, the costs of defense related to a purported
class action filed over two years ago, a decline in clinic
productivity and doctor morale, and an inability to attract new
capital under current circumstances.
The company also announced the execution of a contract to sell
off all of its owned and operated healthcare clinics, together with
all accounts receivable related to such clinics, to a Florida based
clinic operator in exchange for (i) the assumption of approximately
$2,500,000 of debt, (ii) cash in an amount which is the greater of
$50,000 a month or 10% of collections from the sold units for 12
months, and (iii) preferred stock of the Buyer having a face value
of $600,000. The Buyer also agreed to help secure satisfactory
financing for the continued operation and expansion of Medical
Diagnostic Imaging of America Inc. a wholly owned subsidiary of the
company. Completion of the transaction is subject to due diligence
and Buyer financing, and will need to be approved by the Bankruptcy
Court.
The company intends to complete the divestiture of its
owned/operated clinic line in order to devote its time, energy and
working capital primarily to the continued development of its
previously announced Integrated Healthcare Center ("IHC") strategy.
Under that strategy, CliniCare Wellness Centers Inc., the company's
wholly owned subsidiary, provides value added management services to
independently owned IHCs which employ chiropractors, medical doctors
and physical therapists to render healthcare services to patients at
a common office site. The company intends to establish IHCs in
geographically logical clusters in order to market their services to
managed care plans.
CliniCorp is a clinic management company listed on the OTC
Bulletin Board (symbol:CLNI) with corporate headquarters located at
1601 Belvedere Road, West Palm Beach, Fla. 33406. Telephone 407/684-
2225.
CONTACT: CliniCorp, West Palm Beach -
Chris Harkins, CFO -
407/684-2225, ext. 18
SANTA ANA, Calif. -- June 20, 1996 -- The County of
Orange has emerged from bankruptcy, and today the Board of
Supervisors unanimously approved an internal restructuring plan that
updates an outdated system of governance and leads Orange County
government into the 21st century. The Board also voted to authorize
Orange County Chief Executive Officer Jan Mittermeier to initiate
the external restructuring process.
Mittermeier's two-pronged restructuring effort begins
immediately by redesigning the CEO's office, then progresses to
every department. The second prong -- external restructuring
-- involves discussions among the county and the cities, special
districts and transportation agencies to define who will provide
what services.
"We are beginning a new era of good government in Orange
County," said Mittermeier. "We're cutting layers of management,
streamlining services and reducing or eliminating counter-productive
overhead charges. In their place, we're instituting something I
can't believe we've functioned without -- business plans for each
department. Everything I've learned in a career of public
administration tells me this is a good move."
The phased plan begins immediately by:
CONTACT: County of Orange
Pat Ware, 714/834-6203
or
Laer Pearce & Associates, Irvine
Laer Pearce or Linda Martin, 714/753-1111
CAROL STREAM, Ill., June 20, 1996 - Ben Franklin
Retail
Stores, Inc. (Nasdaq: BFRS), today reported net losses for the
fiscal 1996 fourth quarter and full-year ended March 31, 1996 due
primarily to a softened retail environment, weak wholesale operating
performance due to lower service levels and restructuring
initiatives to strengthen its retailing/wholesaling business.
Robert Kendig, President and Chief Operating Officer stated,
"While fiscal 1996 was a disappointing year for Ben Franklin, we
took significant actions to strengthen the Company's future
operating performance and provide additional liquidity. While we
anticipate lower sales in fiscal 1997, we believe the cost
reductions that are now in place will make it possible to achieve
improved future operating results."
YEAR-END RESULTS
Net sales for fiscal 1996 increased to $374.7 million as
compared with $354.8 million in fiscal 1995, primarily as a result
of increased retail sales from new openings of Company-owned craft
stores. Operating loss for fiscal 1996 was $34.5 million, as
compared to operating income of $4.7 million in the prior fiscal
year. The operating loss of $34.5 million includes $13.2 million of
charges and adjustments to cover costs associated with the closing
of seven Company-owned craft superstores, relocation costs for
certain facilities and adjustments and provisions for uncollectible
trade receivables. The operating loss also reflects reduced margins
on retail sales from its Company-owned craft superstores due to
heavy promotional activity.
The Company reported a net loss of $27.1 million or $4.95 per
share including the charges and adjustments of $13.2 million on a
pre-tax basis as explained above. For fiscal 1995, the Company
reported net income of $1.6 million, or $.28 per share.
Net sales for the fourth quarter of fiscal 1996 decreased to
$68.6 million from $93.25 million in the prior year's quarter as a
result of slow retail sales due to a weak retail environment in
January and February, 1996 and weak wholesale sales due to low
service levels. The operating loss for the fourth quarter of fiscal
1996 was $20.9 million as compared to operating income of $1.4
million in the fourth quarter of fiscal 1995. The fourth quarter
operating loss reflects primarily operating losses from lower sales
as explained above and operating losses during the closing process
of 7 Company-owned craft superstores.
Net loss for the fourth quarter ended March 31, 1996 was $14.8
million, or $2.71 per share as compared to net income of $420,000,
or $.07 per share, in the prior year's quarter.
Ben Franklin Retail Stores is a franchisor to more than 300
craft stores, including craft superstores, and more than 530 variety
stores, and wholesaler to holders of over 700 merchandise agreements
throughout the United States and internationally. In addition, the
Company currently owns and operates 34 Ben Franklin Crafts
Superstores, which are expanded-format, full service stores
providing craft products and craft classes for their customers. The
Company is headquartered in Carol Stream, Illinois.
BEN FRANKLIN RETAIL STORES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
AND SUMMARIZED BALANCE SHEET DATA (UNAUDITED)
(In thousands, except per share amounts)
Fourth Quarter Ended Twelve Months Ended
March 31, March 31,
1996 1995 1996 1995
Income Statement Data:
Net sales $68,645 $93,237 $374,739 $354,788
Operating costs
Cost of sales,
buying and
occupancy 75,856 81,513 350,234 316,883
General and
administrative
expenses 10,474 9,240 41,092 29,609
Restructuring Charge -- -- 11,213 --
Depreciation
and amortization 3,187 1,114 6,703 3,585
Total operating
expenses 89,517 91,867 409,242 350,077
Operating income
(loss) (20,872) 1,370 (34,503) 4,711
Interest expense - net (2,407) (1,156) (7,691) (3,020)
Other income 2,385 328 2,607 644
Income (loss) before
income tax expense
(benefit) (20,894) 542 (39,587) 2,335
Income tax expense
(benefit) (6,052) 122 (12,524) 777
Net Income (Loss) $(14,842) $420 $(27,063) $1,558
BEN FRANKLIN RETAIL STORES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
AND SUMMARIZED BALANCE SHEET DATA (UNAUDITED)
(In thousands, except per share amounts)
Fourth Quarter Ended Twelve Months Ended
March 31, March 31,
1996 1995 1996 1995
Primary earnings
per share
Net Income $ (2.71) $ .07 $ (4.95) $ .28
Average Common Shares
Outstanding 5,463 5,613 5,463 5,536
Summarized Balance Sheet Data:
As of
March 31, 1996 March 31, 1995
Total Assets $205,200 $219,500
Working Capital 60,900 66,300
Long-Term Obligations
Excluding Current Portion 94,600 61,000
Stockholders' Equity 32,400 59,500