Outlet Co.'s efforts to reshape the business by focusing on broadcasting and pulling out of the retail business have hit another snag. Its sale of 63 retail outlets to company managers was to be partly financed by Penn Square National Bank, which was shut down by federal regulators a month ago.
The Penn Square situation is the latest in a series of strategic difficulties faced by Providence, R.I.-based Outlet, which owns lucrative television and radio properties, including WTOP-AM in Washington, and troubled retail properties in the Northeast, including Philipsborn and Flair stores in the Washington area.
Closing on the $13 million deal, which was announced in March, was set for Aug. 31. But with Oklahoma City's Penn Square dead and obviously unable to provide secondary financing for the sale, Bruce G. Sundlun, Outlet's president, said this week there is "some uncertainty" about the agreement. According to an Outlet spokesman, Penn Square was to have contributed about $2 million in financing.
One of the equity investors in the purchase is an Oklahoma resident, and located Penn Square for the Outlet deal. Sundlun probably wishes this investor had lived someplace else, for the Penn Square failure is the third piece of bad news for Outlet this year.
For some time, Outlet has been trying to shed its retail operations--Cherry Webb & Touraine, Philipsborn and Flair--and at the same time find a merger partner for the broadcasting operation, which includes five major market VHF television stations and seven radio stations. Outlet recently closed stores in Arlington and Springfield, Va., and Hyattsville and Bel Air, Md.
Last year that strategic restructuring decision seemed to be taking shape when Columbia Pictures Industries Inc. agreed to a $185 million acquisition. In 1980, United Department Stores Inc. agreed to buy the retail end of the business for what Outlet said would be $38.5 million.
The moves seemed perfect, particularly the Columbia deal, because Sundlun, above all, was looking for a merger partner with a stake in the programming business to drive the development of Outlet television stations.
It was not to be. On Jan. 19, the acquisition of Columbia by the Coca-Cola Co. was announced. Later that month, United filed for bankruptcy.
Coca-Cola decided three months later that it was not interested in buying Outlet.
The bad taste left by the collapse of that deal seemed to have been sweetened by the March agreement. The $13 million deal consisted of $5 million in cash, contingency payments of $4.4 million and the remainder in "tax recoveries." The buyers are "trying to find another source of funding," Sundlun said.
In the meantime, Sundlun said the retail operation results are improving. After losing $1.6 million in the first six months of fiscal 1981, which ended July 31, the company will report "only a slight loss" for the same period this year.
Further, he said Outlet earned $11 million in the first half of 1982, more than it ever has earned in a full year. Last year, Outlet reported a loss of $18 million, after a loss in 1980 of $37.8 million, with both year's losses attributed primarily to the retail stores.
And, he is still in the extraordinary position of having a set of well-positioned television stations to sell, and searching for a partner. "What I'm trying to do is manage Outlet Co. so that we can realize the market value of our broadcast properties," he said.
On the company's books, the stations are worth about $100 million, but the television stations--in Providence, San Antonio, Orlando, Columbus, Ohio, and Stockton-Sacramento--could be worth more than $350 million in the open market. Sundlun has built Outlet as a major broadcaster through a series of major broadcasting purchases over the years, including the 1977 agreement to buy WTOP from The Washington Post Co. for $6.7 million.
"The only way to realize the market value is to liquidate and sell it off piecemeal or find a merger partner to get the $300 million value," he said. But, he added, "We're not in negotiations with anybody." There have been a "variety of inquiries, none of which have provided any serious negotiations" since the Columbia talks.
Investment banker Lehman Bros. is managing the renewed effort, but so far without success. High interest rates certainly do not help the process, and the company is unwilling to cut the price by possibly pulling apart the chain.
"It's an excellent broadcasting operation, with respectable market shares, and they've kept their noses clean," said Fred Anschel, an analyst with Dean Witter Reynolds Inc. "But the price will be high, and there are a number of stations already on the block."
Another, and perhaps more profound, difficulty with the sale is that the company owns five VHF stations, the maximum number it can operate under government regulation, and the buyer therefore would be forced to rid itself of existing stations, or it would have to come from outside the broadcasting business.
"We can't talk to anybody knowledgable in the business, and because of the media hype about cable, a lot of people not in the broadcasting business think network-affiliated television stations are like the horse and buggy the year before the automobile was invented," he said. "Nothing could be farther from the truth.
"So the alternative is just to sit and make money," he said. "If we don't merge, we will apply our profits and cash flow to a major debt-reduction program."
The company has $80 million in debt on its books, and Sundlun said Outlet could be "debt free" within four or five years. With that debt situation cleared up, expansion into UHF television--a field where Outlet could own two stations--and into more radio properties would top the list.
"In the meantime, we don't have to sell the company," he said. "I'm under no pressure to sell."