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RESTRUCTURE DELAYS MET CAPITAL 10-K

 RESTRUCTURE DELAYS MET CAPITAL 10-K
 BOCA RATON, Fla., April 24 /PRNewswire/ -- Met Capital


Corporation (NASDAQ: MCAP) has been further delayed in releasing its Form 10-K for the fiscal year ended Dec. 31, 1991, beyond April 14, 1992, the date which under the rules and regulations of the Securities and Exchange Commission ("SEC"), the company could have filed its 1991 annual report in a timely manner, Jeffrey A. Hackman, Met Capital president, reported today.
 The delay has been caused by the company's present restructuring of certain of its credit arrangements involving Paynes Crossing Limited Partnership and DeVille Furniture, Inc.
 The company reported in its Form 12b-25 filed with the SEC on March 30,1992, that it will amend its annual report on Form 10-K for the fiscal year ended Dec. 30, 1990, and the other reports filed under the Securities Exchange Act of 1934, as amended, during 1991 in order to comply more fully with the rules and regulations of the SEC. These amendments related, among other things, to the inclusion of Paynes Crossing Limited Partnership in the consolidated financial statements of the company.
 The company is negotiating with the principal lenders of its subsidiaries in order to extend the maturity dates of approximately $3.5 million of indebtedness that has matured. The principal former shareholder of DeVille has agreed in principle to refinance the DeVille $2 million loan over a 30-month period. In addition, the principal lender of the Paynes Crossing Limited Partnership has agreed in principle to extend the maturity date of his $1.5 million mortgage to Jan. 2 1994, subject to conditions which have been negotiated and agreed to by the company.
 The company is reviewing with its independent accountants an accounting issue regarding the value of its investment in Paynes Crossing Limited Partnership under generally accepted accounting principles and Regulation S-X (as interpreted by the SEC) recorded by the company at Dec. 31, 1990. The company recorded the value of its investment in the limited partnership at $1,290,000 at Dec. 31, 1990, using as the basis and justification of value the fair market value of the real property less underlying indebtedness. The property was appraised for $3,565,000 on Dec. 31, 1991 with underlying indebtedness of $1,529,557 as of Dec. 31, 1990 and $1,698,656 as of Dec. 31, 1991. The accountants are reviewing the appropriateness of the value assigned for financial reporting purposes inasmuch as the purchase of the partnership interests was a related party transaction. Under Regulation S-X, the company will be required to record the value of its investment in the partnership interest at the seller's historical cost, less related party charges. This may result in a reduction of the net equity recorded by the company at Dec. 31, 1990. Although the company may have to reduce the amount recorded for its partnership investment on the financial statements of the company, it believes such a reduction does not adversely affect the value of the land owned by the partnership. The holder of the $980,000 first mortgage on the property owned by the partnership has agreed in principle to convert his mortgage together with accrued interest of $514,000 into equity in the company totaling $1,494,000. Any diminution in value should be offset by the mortgagee conversion to equity.
 The company has entered into an agreement, in principle, with the former principle DeVille shareholder, together with other shareholders holding approximately 94 percent of the shares of stock of DeVille, to eliminate the conditions under an escrow arrangement. This agreement was entered into when DeVille was acquired by the company in September 1991, which would permit shareholders to rescind the sale of the company. The company was required to infuse $2.8 million into DeVille in order to refinance $2 million of indebtedness and put $800,000 of working capital into DeVille, both within seven days of the original closing. The company has provided $600,000 to DeVille for working capital which was approved by the board of directors of DeVille as sufficient. The principle former shareholder of DeVille has agreed, in principle, to purchase from the lender the $2 million bank notes and restructure the notes with DeVille as borrower, and the principal former shareholder as lender, to become payable over 30 months.
 In consideration of purchasing and restructuring the $2 million bank notes, the company has agreed to issue one million additional shares of the company's common stock to the former DeVille shareholders who remain liable on the $2 million notes, and to assign to the principal former shareholder a security interest in the company's interests in Paynes Crossing Limited Partnership.
 Effective, April 14, 1992, DeVille entered into an agreement with General Electric Credit Corporation to sell at a discount the accounts receivables of its primary customer accounts as opposed to its previous factoring arrangements. This new arrangement will allow DeVille to receive cash immediately for approximately 96 percent of its receivables, as compared to approximately 80 percent under its prior factoring arrangement.
 In April 1992, the company restructured its acquisition of certain furniture-related businesses originally acquired in October 1991. Under the restructuring, the company sold to an unaffiliated party the furniture-related freight businesses and retained a complete manufacturing facility including building and equipment located in Amory, Miss. The company paid a net purchase price of $2,600,000 for the freight consolidators and the Amory facility by the delivery of 1.3 million shares of its common stock, with a market value guarantee of $2 per share.
 Under the purchase agreement, the company agreed with the sellers, that if on the 42nd month anniversary date of the closing, the bid price of the company's shares of common stock is less than $2 per share, that the company would issue an additional number of shares so the sellers would receive shares of common stock of the company with market value of $2.6 million (when added to the market value of the shares originally issued.)
 Subsequent to year-end, the company determined that the freight consolidators were not integral to its business plan. In April 1992, it entered into the restructured agreement to transfer its rights relating to the freight consolidators, including all the issued capital stock of entities held under the escrow agreements to the purchaser. The company, however, retained the Amory facility for which it paid $400,000 by the delivery of 200,000 shares of the company's common stock with the $2.00 market value guarantee. Under the restructuring agreement, 600,000 shares of the company's common stock with the $2 market value guarantee, were returned to the company and canceled; a $950,000 promissory note for the equipment in the Amory facility was purchased by the purchaser and canceled; the obligation to assume certain liabilities of the freight consolidators was canceled, and all rights and obligations relating to the freight consolidators were terminated. As the result of the restructuring agreement, there remains 700,000 shares of the company's common stock subject to the $2 a share market value guarantee. As of April 10, 1992, the closing bid price of a share of common stock on NASDAQ was 28 cents per share.
 The company believes that with certain significant agreements and concessions on its part, it will be able to resolve all of the foregoing issues so that it may proceed with completion of its 1991 annual report. There can be no assurance, however, that all of such issues will be resolved in a manner satisfactory to the company. Such issues are significant to the financial position of the company, and the resolution of them is essential to the preparation of the 1991 annual report, Hackman said.
 The company is working to file its annual report and amendments to various reports filed during the 1991 fiscal year as soon as is practicable but no later than May 15, 1992.
 -0- 4/24/92
 /CONTACT: Jeffrey A. Hackman, president of Met Capital, 407-241-6750/
 (MCAP) CO: Met Capital Corporation ST: Florida IN: SU:


JB-SS -- FL007 -- 2368 04/24/92 10:49 EDT
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