AMERICAN VANTAGE COMPANIES RELEASES 2008 OPERATIONAL UPDATE
LAS VEGAS, NEVADA – January 19, 2009 — American Vantage Companies (the “Company”) (AVCS.OB) today released an operational update of the Company including a status of current gaming projects, announcement of proposed projects, and the status of each of Candidates on Demand Group, Inc. and the Border Grill Las Vegas restaurant.
“Finger-pointing to the economy and accompanying hand-wringing is easy; and, of course, our various businesses are not immune to any of these factors. But a purposeful, aggressive and creative approach is what is needed to unearth potential new opportunities that are exciting and have potential long-term stockholder value,” stated Ronald J. Tassinari, Chairman, President and Chief Executive Officer.
Tribal Gaming Project:
Big Sandy Rancheria Tribe of Western Mono Indians (“Big Sandy”) – As previously announced, during 2007 the Company’s subsidiary, Brownstone, LLC signed a development agreement and credit agreement with Big Sandy. Big Sandy project plans include a world-class casino resort destination (the “Big Sandy Project”) overlooking the San Joaquin Valley in Friant near Fresno, California.
The Big Sandy development agreement provides for (i) a development fee equal to a percentage of the aggregate costs for developing, constructing, equipping, and opening of the Big Sandy Project; and, (ii) a structuring fee based upon the gross amount of the initial, interim and permanent financings. Over the project term, the Company’s share of the structuring fees earned from the permanent financing, as well as outstanding development fees could range up to approximately $23.0 million.
As previously disclosed, the Company is continuing negotiations on a consulting contract to assist the Tribe in operating the hotel and gaming facility once it is constructed and opened.
Based on the current economic and financing environment, as well as pre-development task timelines received from Big Sandy’s legal counsel, the Company anticipates that the permanent financing for the construction will fund during late-2009 or early-2010.
The Company is developing this project with Robert F. Gross, Chief Executive Officer of RFG Gaming and Hospitality, LLC. During 2007, Mr. Gross provided Chief Executive Officer services to Brownstone, LLC and received monthly consulting fees of $15,000 for such services. Brownstone, LLC and Mr. Gross are in contract negotiations to share in the equity membership of Brownstone, LLC’s net profits or losses (currently anticipated to be a total of 40% to Mr. Gross subject to other potential adjustments).
Non-Tribal Gaming Project:
GoldTown Hotel and Casino Resort — During 2007, the Company’s subsidiary, Brownstone GoldTown CV, LLC, reported that it was in the predevelopment phase for the GoldTown Hotel and Casino Resort to be located near Carson City, Nevada’s state capital. As planned, Phase I of the GoldTown Hotel and Casino Resort includes up to 300 hotel rooms and suites, approximately 95,000 square feet of casino space, up to 2,500 slot and video poker machines, up to 30 table games, a Bingo parlor, restaurants, etc. Phase II is currently planned to include up to 200 additional rooms, a special events center and parking structure. At public meetings held on January 3, 2008 and February 5, 2008, the Douglas County Board of Commissioners approved Phases I and II in their entirety.
For Mr. Gross’s project concept, predevelopment and management services, the Company is currently negotiating his equity interest in this project. To date, the Company and Mr. Gross anticipate that, subject to certain to-be negotiated contractual adjustments, Mr. Gross will receive a 49% total equity membership interest in this project.
The Company previously announced that the GoldTown Hotel and Casino Resort was anticipated to begin construction during the second quarter of 2008. However, due to the current difficulty under prevailing economic conditions in obtaining financing for non-tribal gaming projects, the GoldTown Hotel and Casino Resort project has been placed on-hold pending a more favorable financing market.
Gaming Financial Advisor:
Global Gaming Hospitality Capital Advisors, LLC (“Global Gaming”) – The Company is currently in negotiations with Global Gaming and its Founder, Chairman and CEO, Michael S. Kim, to provide investment banking and financial advisory services primarily for the Company’s gaming operations. Prior to founding Global Gaming, Mr. Kim served as Managing Director of SOCIETE GENERALE Corporate Investment Banking where he had oversight responsibility for its gaming, lodging and leisure industry clients and activities.
Discussions between both parties have identified potential opportunities created by the recent upturn in restructuring of gaming investments as well as general economic market conditions. The alignment of the Company’s business plan and extensive Tribal gaming management/consulting experience with Global Gaming’s extensive capital relationships, range of corporate financing and MA expertise could provide a variety of value-added management services to investors, owners and other stakeholders across the gaming, lodging and leisure sectors.
For Global Gaming’s services, the Company anticipates that Global Gaming will receive a monthly retainer, to-be-negotiated success fees and/or an equity or financial interest in the Company and/or its subsidiaries.
Candidates on Demand Group, Inc.:
As previously announced, on September 14, 2007, the Company acquired the national operations of Candidates on Demand Group, Inc. (“COD”), a recruitment and temporary placement firm.
As partial consideration for acquiring the COD business, the Company could be required to issue up to an additional 2.0 million shares of the Company’s common stock and deliver a contingent promissory note of $1.2 million to COD’s former sole owner, Michael C. Woloshin. The additional shares of the Company’s common stock and the promissory note are contingent upon COD attaining certain increasing 2007, 2009 and 2010 pretax income benchmarks. In the event COD operating results equaled or exceeded the 2007 pretax income benchmark, the Company would have been obligated to pay an additional $200,000 to Mr. Woloshin.
However, although COD generated positive net income through December 31, 2006, losses resulted for the twelve months ended December 31, 2007 and the stub period of September 15, 2007 through December 31, 2007. Accordingly, since the 2007 pretax income benchmark was not satisfied the Company was not liable for the additional $200,000 payment to Mr. Woloshin or required to issue an additional 400,000 shares of the Company’s common stock as contingent consideration.
During January 2008, Mr. Woloshin resigned as COD’s Chief Executive Officer and assumed the non-management position of Director of Marketing.
During June and July 2008, Paul J. Buonaiuto and Joseph Flynn assumed the respective COD positions of Chief Executive Officer and Vice-President of Finance. Mr. Buonaiuto has a strong industry background from his previous roles as National Recruiting Director and Vice-President, Global Relationship Management for Computer Associates Inc. Mr. Buonaiuto’s strong operational experience has made him extremely well suited to lead COD, as it continues to focus on achieving profitable growth across its core markets.
Mr. Flynn, as a former business owner and Controller for a prestigious international law firm, is continuing to utilize his substantial experience in multinational internal control structures to revamp COD from a sole-proprietorship into a public-company environment.
Since July 2008, Messrs. Buonaiuto and Flynn have substantially decreased COD operating costs with the closure and/or consolidation of underperforming offices. In addition, they have incrementally increased new business primarily through the COD temporary placement division. The Company currently anticipates that COD will report a decreased loss for 2008 as compared to 2007, and is anticipated to be profitable during 2009. It is management’s intent to primarily grow the COD operations through acquisitions.
Border Grill Las Vegas Restaurant:
The Border Grill Las Vegas Restaurant (the “Restaurant”) began its $2.5 million expansion during April 2008 and completed the expansion during early-September 2008. As a 49% equity partner, the Company historically received periodic discretionary distributions (2007 distributions totaled $490,000).
As a business precaution against unanticipated remodeling costs, and operational fixed costs while the Restaurant was closed during the remodeling, the Restaurant partners agreed to suspend distributions until completion of the remodeling. However, the Restaurant has also been negatively impacted by lower 2008 tourist and convention business on the Las Vegas Strip and at its location in the Mandalay Bay Resort Casino. Therefore, except for a May 2008 distribution totaling $319,000, subsequent to September 2007 the Company did not receive distributions from its investment in the Restaurant. The Company does expect distributions to resume during 2009.
Liquidity and capital resources:
In consideration of the aforementioned discussions, the Company is seeking capital alternatives in order to improve its working capital and for merger and acquisition activities. However, no assurance can be given that such financing(s) will be available on advantageous terms to the Company, or at all.
Re-registration as a “1934 Act” Company:
As previously announced, on November 14, 2008, the stockholders approved deregistration under the Investment Company Act of 1940 (“1940 Act”), which would have the effect of re-registering the Company under the Securities Exchange Act of 1934 (the “1934 Act”).
During 2008, the Company determined that it no longer held 40%+ of its total assets in investment securities, and as such, could requalify as a registrant under the 1934 Act. The deregistration of the Company from the 1940 Act is a two-step process: (i) stockholder approval; and, (ii) Securities and Exchange Commission (“SEC”) approval.
The SEC is currently reviewing the Company’s filing for deregistration. The Company currently anticipates filing its public company reports under the 1934 Act during the first quarter of 2009.
COMPANY CONTACTS:
AMERICAN VANTAGE COMPANIES
RONALD J. TASSINARI, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
702.227.9800
www.americanvantage.com www.bordergrill.com www.codgi.com
Certain statements in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Such statements and all phases of American Vantage Companies’ operations are subject to known and unknown risks, uncertainties and other factors, including overall economic conditions and other factors and uncertainties as are identified in American Vantage Companies’ Form 10-KSB for the year ended December 31, 2005 as well as the company’s filings under the Investment Company Act of 1940. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. American Vantage Companies’ actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company undertakes no obligation to update the forward-looking statements in this press release.
