BNS Co. Completes Sale of U.K. Property and Launches Acquisition Search.MIDDLETOWN, R.I. -- BNS Noun 1. BNS - a bachelor's degree in naval science Bachelor of Naval Science bachelor's degree, baccalaureate - an academic degree conferred on someone who has successfully completed undergraduate studies Co. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BNSXA) announced today that it has completed the sale of the company's U.K. assets, consisting of approximately 86.5 acres of land currently operated as a landfill near Heathrow Airport, for an aggregate of 5.5 million British Pounds. A portion of the sales price has been placed in escrow pending resolution of certain U.K. Tax Issues, and there will be a post closing adjustment for the net working capital of the company's U.K. Subsidiary. The terms of the sale are fully described in the company's Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. filed with the SEC prior to its June 11 Annual Meeting, at which the shareholders approved the sale. Following the June 11 Annual Meeting, the company's Board of Directors met to review strategic alternatives for the company and agreed that continuing as a going concern was the best course available. The board then authorized management to launch a search for a suitable acquisition candidate. After the sale of the U.K. assets and the 2003 sale of the company's Rhode Island Rhode Island, island, United States Rhode Island, island, 15 mi (24 km) long and 5 mi (8 km) wide, S R.I., at the entrance to Narragansett Bay. It is the largest island in the state, with steep cliffs and excellent beaches. property, the company now has in excess of $20 million in cash, most of which is unrestricted, and has no debt. "The acquisition of an operating business will allow us to preserve the use of the company's approximately $45 million in net operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. carry-forwards to offset otherwise taxable earnings," said Michael Warren, the company's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "It may also give us time to continue effectively resolving, through settlement or dismissal, the company's contingent product liability claims. It seems clear to us that if we cannot safely make significant cash distributions to shareholders in a liquidation scenario now, then a reasonable course of action would be to put that cash to work through some form of investment or acquisition, with the prospect of distributions in the future." BNS Co., formerly known as Brown & Sharpe Manufacturing Company, is a Rhode Island icon and one of the oldest corporations in America. The company was established in 1833, just seven years after the death of Thomas Jefferson and John Adams. It played a significant role in the industrial revolution as an innovative manufacturer of machine tools and precision measurement instruments. It has been in continuous operation since then but in recent years has been gradually selling its operating units. "I find it somewhat ironic that after a concerted effort to liquidate and dissolve, BNS Co., the successor entity that can trace its roots all the way back to the original business, may find itself back in a real operating business," commented Kenneth Kermes ker·mes n. A red dyestuff once prepared from the dried bodies of various female scale insects of the genus Kermes. [French kermès, short for alkermès, from Arabic al-qirmiz , Chairman of the Board of Directors and former CEO. "The company has a lot to bring to the table in an acquisition, including a seasoned board, public company infrastructure, significant tax shelters and, with the exception of the contingent discontinued product claims, a clean balance sheet Clean Balance Sheet Refers to a company whose balance sheet has very little or no debt. Notes: A company is told to "clean up" its balance sheet if they are exposed to large amounts of debt. ." This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve a number of assumptions, risks, and uncertainties that could cause the actual results of the company to differ materially from those matters expressed in or implied by such forward-looking statements. They involve known and unknown risks, uncertainties, and other factors, which are in some cases beyond the control of the company. Additional information regarding these risk factors and uncertainties is described more fully in the company's SEC filings. A copy of all filings may be obtained from the SEC's EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. web site, www.sec.gov, or by contacting: Michael Warren, President and Chief Executive Officer, telephone (401) 848-6500. The company does not maintain a web site. |
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