Beneficial Holdings Inc. (OTC Pink: BFHJ) (PINKSHEETS: BFHJ) today announced preliminary unaudited results for the year ended December 31, 2013, updates to corporate developments and the date and time for an investor conference call.
UNAUDITED FINANCIAL RESULTS FOR THE TWELVE MONTHS AND FINAL QUARTER ENDED DECEMBER 31, 2013
The Company has prepared unaudited financial statements for the years ended December 31, 2013 and 2012. These financial statements will be examined by the Company's independent public accountants and posted on the Company's web site at www.beneficial-holdings.net.
For the twelve months ended December 31, 2013 the Company recorded revenues of $293,369 and a net loss for the twelve month period of $1,738,226, equal to a loss of eight cents per share. Approximately $1.3 million of such net loss (six cents per fully diluted share) was attributed to the effects of recording stock-based compensation in accordance with Generally Accepted Accounting Principles. The weighted average number of fully-diluted common shares for the twelve months ended December 31, 2013 was 22,180,917. All such amounts are unaudited. The Company recorded $83,950 of revenue for the three months ended December 31, 2013. The net loss for the period was $1,415,761, equal to a loss of six cents per share (fully diluted). Approximately $1.3 million of such net loss (six cents per fully diluted share) was attributed to the effects of recording stock based compensation in accordance with Generally Accepted Accounting Principles. The weighted average number of fully-diluted common shares for the three months ended December 31, 2013 was 22,285,543. All such amounts are unaudited.
Revenues for the three- and twelve-month periods were generated from the Company's asset management and development activities.
No member of management or their beneficiaries has engaged in any sale or purchase of the Company's common shares or equity-related securities during the twelve months ended December 31, 2013.
Operating results for the comparable periods in 2012 are not relevant due to the previously-announced discontinuance of certain operations and changes in accounting methods.
2013 ACTIVITY SUMMARY
Summing up 2013 activity, Gregory N. Senkevitch, Beneficial's Chairman, President and CEO said: "Our Project Solutions business provided all of the Company's revenues for 2013. The Company recorded revenue from our co-development assignment at 1355 First Avenue and from our asset management engagements. Aside from the effects of recording stock based compensation in accordance with GAAP, the Company recorded a loss of two cents per fully diluted share. Additionally, it should be noted the Company has not recorded a credit for federal and state income taxes to offset such losses on a GAAP basis."
Senkevitch added: "These initial activities of our Project Solutions operation have uniquely positioned the Company to be recognized as an innovative service provider within the 'built' environment. Over the past year, our most significant project, 1355 First Avenue (www.charlesnyc.com) -- one of the few new construction projects on Manhattan's highly desired Upper East Side -- has garnered accolades for its design, sales activity and unique market positioning. Our BFHJ Project Solutions management team is proud to have originated this ground breaking development back in 2007 and is privileged to be playing a role in its delivery. The Company's role in this project is small; however, it indicates the business that Project Solutions is pursuing."
Commenting on 2013's acquisition activity, Senkevitch said: "Restructuring the Green RG transaction to a licensing arrangement recognizes the synergies that we can create within our existing management team and its extended network of professional contacts. During our due diligence process, we recognized that both Beneficial's and Green RG's interests were better served by obtaining access to Green RG's technology on a favorable pricing basis and accessing proprietary situations where the technology could be utilized to maximize our Company's profits. Over the next several weeks we expect to conclude the Green Econometrics acquisition (www.greenecon.net) and to further outline our plans to staff up our Energy Solutions business and roll out its business plan."
INVESTOR CALL SET
Senkevitch also announced the Company's second investor call: "With the scope of the changes to the Company's capital structure and business platform during 2013 and the expectation that we will be able to announce one or more potential acquisitions and management team additions over the next several weeks, a second investor call is warranted. This call will provide an interactive forum that will allow for the continued discussion of the Company's strategy and communicate management's accomplishments and expectations."
The investor call will start promptly at 11:00 AM EDT on Wednesday, April 23, 2014. The toll free dial in number for United States and Canada is (888) 481-2844. The international toll number is (719) 325-2144 (not toll free). For either number please enter pass code 6980950 when prompted. Allow at least 15 minutes prior to the call for the registration process. Investor questions will be answered as time allows.
"We are building a company that combines experienced, principal-based talent with cutting edge technology and capital-based solutions. Over the next several weeks we will continue to outline additional service platforms and management talent that will expand our basket of services for the 'built' environment. We believe that this basket of services greatly exceeds those provided by traditional real estate service providers, will allow us to target unique value-added situations in the 'built' environment and will enable us to achieve enhanced revenue streams from multiple engagements with repeat clients and customers. This is how we will 'Create Value from Market Knowledge,'" Senkevitch concluded.
COMPANY BACKGROUND AND HISTORY
Beneficial Holdings, Inc., a Nevada Corporation, was incorporated on December 20, 1990. The Company is currently engaged in the real estate services and energy management sectors. The Company's focus is on the 'built' environment: real estate and infrastructure owned by public, institutional and private sector entities. The Company seeks to work with select customers on a long-term basis providing a multiplicity of services and solutions affording the Company potential multiple revenue streams.
DEVELOPMENT STAGE ACTIVITIES
Through year-end 2013, the Company was classified as a development stage company with no significant revenues from operations. Accordingly, all of the Company's operating results and cash flows are related to development stage activities and represent the cumulative from inception amounts from its development stage activities reported pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-10-05, Development Stage Entities.
As a developmental stage company, the Company has limited access to the capital markets; and the Company's ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. There can be no assurance that the Company will be successful in obtaining additional funding or in attaining profitable operations.
CAPITAL STRUCTURE
The Company had 898,992 common shares outstanding as of December 31, 2013. Additionally, the Company has 2,000,000 Series "B" Convertible Preferred Stock outstanding. On December 12, 2013 the Company affected a 1:5,000 reverse split of its common shares (with a provision that no shareholder will have less than 100 shares after the reverse split). As a result of this reverse split, the Company's outstanding common shares decreased from 4,099,099,952 to 848,992.
The Series "B" Preferred Stock is at all times convertible into no less than 51% of the aggregate amount of outstanding Common Stock, inclusive of the Common Shares to be issued to the Series "B" Preferred Stock, assuming all the Series "B" Preferred Stock is converted (but not less than 2,000,000 shares).
After the 2013 reverse split, the Company issued 50,000 common shares to its outside counsel for legal services. Additionally options and warrants were issued to employees and consultants allowing for the purchase of up to 4,175,000 common shares at a per share price of 25 cents.
During 2013, the Company commenced an offering of its two-year 9% Series "A" Convertible Notes. The notes have a conversion price of $1.43 per share and each $25,000 note includes a warrant to purchase 17,500 shares at $2.00 per share. Through the date of this news release, a total of $175,000 of the Series "A" Convertible Notes has been placed.
In April 2012, the Company granted the Company's Chief Executive Officer an option to acquire up to 10,000,000 shares of the Company's for three cents per share.
At December 31, 2012, the Company entered into a line of credit arrangement with an affiliate of its management. The credit agreement, as amended, allows the Company to borrow up to $30,000 through December 31, 2015 when the credit agreement matures and is due and payable. The credit agreement bears interest at a rate of 12% per annum, compounded monthly. Substantially all of the Company's assets are pledged to secure borrowings under the credit agreement, subject to subordination to the Series "A" Convertible Notes.
In February of 2013, certain members of the Company's management contributed real estate management contracts to the Company for which they received no direct compensation.
At December 31, 2013, the Company was authorized to issue up to 200,000,000 shares of Common Stock at $0.00001 par value per share and up to 2,000,000 shares of Series "B" Preferred Stock at $0.00001 par value per share.
ABOUT BENEFICIAL HOLDINGS, INC.
Beneficial Holdings, Inc. is a holding company seeking to acquire and invest in operating service-oriented businesses in the real estate, financial services and energy management sectors. For more information on the Company please visit our web site at www.beneficial-holdings.net.
FORWARD-LOOKING STATEMENTS
This news release may contain 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. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as "may", "will", "expects", "plans", "estimates", "anticipates", "projects", "intends", "believes", "outlook" and similar expressions.
The forward-looking statements contained in this news release are based upon our historical performance, current plans, estimates, expectations and other factors we believe are appropriate under the circumstances. The inclusion of this forward-looking information is inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; our projected operating results; estimates relating to our ability to make distributions to our stockholders in the future and economic trends and economic recoveries.
All information in this release is as of April 3, 2014. The Company does not undertake a duty to update forward-looking statements, including its projected operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community.
CONTACT:
GREG McANDREWS & ASSOCIATES
Gregory A. McAndrews
(310) 804-7037
greg@gregmcandrews.com
SOURCE: Beneficial Holdings, Inc.
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