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EXHIBIT 99.1
CONTACT: PETER DUDA
BSMG WORLDWIDE
212-445-8213
U.S.A. FLORAL PRODUCTS, INC. ANNOUNCES
CHAPTER 11 FILING
COMPANY SEEKS TO SELL INTERNATIONAL OPERATIONS AND VARIOUS DOMESTIC BUSINESS
UNITS
COMPANY TO COMPLETE DIVESTITURE AND LIQUIDATION OF BALANCE OF DOMESTIC
OPERATIONS
MIAMI, FLORIDA, April 2, 2001 - U.S.A. Floral Products, Inc. (OTC:ROSI.OB)
announced today that the Company and 16 of its U.S. subsidiaries have
voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the District of Delaware. The Company said the
filing would allow it to continue business operations while it completes the
orderly sale, as going concerns, of its international operations and some of its
domestic business units, and a wind-down of its remaining domestic operations.
The Company presently anticipates that all proceeds from these sales will be
distributed to creditors and that no proceeds will be available for distribution
to its shareholders.
In conjunction with the filing, the Company said it has requested that the
bankruptcy court approve the interim use of cash collateral, with the consent of
its bank lenders and subject to certain terms, to finance its operations. The
Company is optimistic that the bankruptcy court will grant this request. The
cash collateral is structured to provide the Company funding to support its
ongoing operations through May 3, 2001, as it moves forward with the sale and
wind-down of its operations.
The Company emphasized that the Chapter 11 filing only affects U.S.A. Floral
Products' U.S. operations, and does not affect its international operations
(Florimex). Neither the companies that constitute the International Division's
operations nor Florimex Canada has filed for bankruptcy protection. None of
these companies are parties to the U.S. proceeding and the units that comprise
the Company's International Division have their own cash flow and lines of
credit. The Company also announced that it has signed a memorandum of
understanding for the sale of its International Division (Florimex) with
Deutsche Beteiligungs AG (DBAG), a leading European private equity firm. All
sales of the Company's operating units will be subject to the approval of the
bankruptcy court.
The Company has been negotiating, and will continue to negotiate, the sale of
individual operating units within its U.S. Bouquet and Import Divisions. The
Company has reached agreements for the sale of several units, which include
Miami Bouquet and Channel Islands of the U.S. Bouquet Division, and Continental
Farms of the Import Division, and expects to present these agreements promptly
to the bankruptcy court for approval. In
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addition to these agreements, the Company is also currently in negotiations with
several other parties for the sale of other units within the U.S. Import and
Bouquet Divisions. The Company indicated that it will be discontinuing
operations of one or more of its import units.
Michael Broomfield, U.S.A. Floral Products' CEO said, "We believe the action we
are taking today is in the best interests of the Company. A Chapter 11 filing
provides us with the breathing room needed to conduct an orderly sale of our
International Division and most of our U.S. operations in a manner that we
believe will maximize the value of these operating units. It is the intent of
the Company during this Chapter 11 proceeding to take all appropriate actions in
an effort to maximize the value of the Company."
Broomfield continued, "We are currently in negotiations with buyers for many of
the individual operations in our U.S. Bouquet and Import Divisions. While these
sales will be subject to judicial approval, we anticipate that the bankruptcy
court will find that these transactions are in the best interests of the
Company. While we regret that we had to make the hard decision to discontinue
the activities of some of our domestic operating units, we hope to conclude
successfully the sales of the majority of our operating units with minimal
impact on employees and customers."
Except for historical information contained herein, the statements made in this
release constitute forward-looking statements that involve certain risks and
uncertainties. Certain factors may cause actual results to differ materially
from those contained in such forward looking statements, including those risks
detailed in the Company's Annual Report on Form 10-K for the year ended December
31, 1999 relating to, among other things: the concentration of flower sales in
traditional holiday periods; seasonality, cyclicality, fluctuations in quarterly
operating results, and weather; competition; the amortization of intangible
assets; dependence upon key personnel; and imported products matters. In
addition, the risks and uncertainties facing the Company also include the risks
and uncertainties resulting from the Company's Chapter 11 filings and the
Company's strategy while subject to Chapter 11; cash flow and liquidity issues;
liquidation valuations; cash availability and collections; issues concerning the
supply of product; inability to satisfy conditions to the continued use of cash
collateral; failure to obtain an extension of the use of cash collateral;
failure to sell, either at all or on the terms contemplated, those operating
units that the Company presently anticipates will be sold; delays in obtaining
or failure to obtain requisite bankruptcy court approvals; market factors;
actions of creditors, competitors and others; unforeseen costs and expenses and
other risks and uncertainties, many of which are beyond the Company's control.
In addition, results may vary as a result of factors set forth from time to time
in the Company's reports on file at the Securities and Exchange Commission.
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