HEROES

Warm-weather banking mergers and possible mergers were in the news today. CAPITAL BANCORP <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CBCP)") else Response.Write("(Nasdaq: CBCP)") end if %> rose $3 7/8 to $44 3/8 after the parent of Florida bank Capital Bank and accounts receivable factoring company CAPITAL FACTORS HOLDING <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CAPF)") else Response.Write("(Nasdaq: CAPF)") end if %> said that it is in merger talks with a number of parties. Currently priced at 2.5 times book and 20% of assets, some see 25% more upside from here. SANTA MONICA BANK <% if gsSubBrand = "aolsnapshot" then Response.Write("(AMEX: SMO)") else Response.Write("(AMEX: SMO)") end if %> moved up $2 1/2 to $27 after agreeing to merge with WESTERN BANCORP <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: WEBC)") else Response.Write("(Nasdaq: WEBC)") end if %> in a stock swap that valued Santa Monica at $28 per share last night. The combined company will operate solely in Southern California and will benefit from Santa Monica's "very successful trust operations." A nice deal for Western Bancorp arises from Santa Monica's overcapitalized status. This extra capital can be redeployed into loans and expansion of trust activities, or it can be used to buy back stock.

There was also more consolidation in the eldercare market today. Long-term care provider STERLING HOUSE CORP. <% if gsSubBrand = "aolsnapshot" then Response.Write("(AMEX: SGH)") else Response.Write("(AMEX: SGH)") end if %> gained $4 1/8 to $22 3/8 after announcing a definitive agreement to merge with ALTERNATIVE LIVING SERVICES <% if gsSubBrand = "aolsnapshot" then Response.Write("(AMEX: ALI)") else Response.Write("(AMEX: ALI)") end if %> in a deal that values each share of Sterling at just a hair under $23 per share. Even with recent moves at LIVING CENTERS OF AMERICA <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: LCA)") else Response.Write("(NYSE: LCA)") end if %> and GENESIS HEALTH VENTURES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: GHV)") else Response.Write("(NYSE: GHV)") end if %>, Alternative Living says it will become the largest operator of assisted living centers. Without assuming any amount of savings, the deal looks non-dilutive for Sterling holders in 1998 and only slightly dilutive for Alternative Living shareholders for the same year. Combining estimates, 1998 EPS looks like $0.84 on net income of $11.44 million and 18.5 million shares outstanding.

QUICK TAKES: Electronic data interchange and transaction processing software company PREMENOS TECHNOLOGY <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PRMO)") else Response.Write("(Nasdaq: PRMO)") end if %> added $2 7/8 to $12 1/2 after reporting Q2 revenues of $9.7 million and EPS of $0.04, beating estimates of a loss of $0.02 per share... SMARTALK TELESERVICES <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SMTK)") else Response.Write("(Nasdaq: SMTK)") end if %> dialed up a $3 7/8 gain to $17 3/4 after announcing an agreement to acquire ConQuest Telecommunications, which will add over 6,000 retail locations to SmartTalk's pre-paid phone card distribution network... Mining equipment manufacturer BUCYRUS INTERNATIONAL <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: BCYR)") else Response.Write("(Nasdaq: BCYR)") end if %> headed $3 1/4 higher to close at $16 3/4 after agreeing to be taken out by a private investment firm for $18 per share... THE FIRST YEARS INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: KIDD)") else Response.Write("(Nasdaq: KIDD)") end if %> skiddadled $3 higher to $24 1/4 after reporting Q2 revenues of $32.7 million and EPS of $0.39, beating the mean estimate of $0.33.

Following yesterday's earnings report, satellite and wireless radio equipment maker STM WIRELESS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: STMI)") else Response.Write("(Nasdaq: STMI)") end if %> picked up $1 1/2 to close at $13 7/8... Life, liability, and annuities insurance company PROVIDENT COMPANIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: PVT)") else Response.Write("(NYSE: PVT)") end if %> shot up $5 3/8 to $63 3/8 after reporting a 73% increase in Q2 revenues and operating EPS of $0.83. The company also increased its dividend and announced a stock split as well as a share buyback... Gift maker RUSS BERRIE & CO. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: RUS)") else Response.Write("(NYSE: RUS)") end if %> gained $2 to $25 9/16 on reporting Q2 revenues of $58.5 million and EPS of $0.26, beating the Zacks mean estimate of $0.12... M/I SCHOTTENSTEIN HOMES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MHO)") else Response.Write("(NYSE: MHO)") end if %> gained $1 1/16 to $13 7/8 after announcing the repurchase of 702,439 shares of its stock from Melvin L. Schottenstein family interests... Homebuilder, construction products manufacturer, and mortgage lender RYLAND GROUP <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: RYL)") else Response.Write("(NYSE: RYL)") end if %> picked up $1 3/4 to $16 1/2 on a Goldman Sachs rating of "trading buy" following Ryland's earnings release earlier this week.

Agricultural and construction equipment manufacturer NEW HOLLAND NV <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: NH)") else Response.Write("(NYSE: NH)") end if %> plowed ahead $1 3/4 to $28 11/16 on reporting Q2 revenues of $1.65 billion and EPS of $1.18, beating estimates of $0.84. The company said that it is on track to meet its 1997 goals... DRAM semiconductor and PC maker MICRON TECHNOLOGY <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MU)") else Response.Write("(NYSE: MU)") end if %> gained $2 11/16 to $48 1/2 a day after the wrap-up of the Robertson Stephens semiconductor conference... Irish, U.K. and U.S. banker ALLIED IRISH BANKS PLC <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AIB)") else Response.Write("(NYSE: AIB)") end if %> gained $2 11/16 to $54 15/16 after reporting record first half earnings and saying that the best is yet to come in 1997, according to Reuters... SUNCOR ENERGY <% if gsSubBrand = "aolsnapshot" then Response.Write("(AMEX: SU)") else Response.Write("(AMEX: SU)") end if %> jumped $5 5/16 to $33 1/4 after the company said it is going ahead with a $2.2 billion expansion of its oil sands production facilities... SALLIE MAE <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SLM)") else Response.Write("(NYSE: SLM)") end if %> jumped $4 13/16 to $149 15/16 after the Committee to Restore Value won a proxy fight to take control of the government-sponsored student loan company... Contract oil and gas offshore driller TMBR/SHARP DRILLING <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: TBDI)") else Response.Write("(Nasdaq: TBDI)") end if %> was jacked up $5 1/4 to $25 after reporting Q1 revenues of $9.7 million and fully diluted EPS of $0.47.

GOATS

WENDY'S INTERNATIONAL <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: WEN)") else Response.Write("(NYSE: WEN)") end if %> was grilled for a $2 13/16 loss to $24 1/2 after reporting a 10.5% increase in Q2 EPS of $0.42, meeting estimates. The company warned, though, that it sees increased food and labor costs in the second half, which drew rating downgrades from Smith Barney and Merrill Lynch. Merrill Lynch cut its full year 1997 EPS estimate to $1.35 from $1.40, which brings that estimate to the low end of a fairly tight range. Merrill is still right around the mean estimate for 1998, at $1.60 per share. According to Reuters, analyst Peter Oakes says the company will be facing tough same-store sales comparisons due to the successful introduction of its stuffed pita sandwiches, making the outlook for "further momentum cloudier."

Multimedia software company MACROMEDIA INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: MACR)") else Response.Write("(Nasdaq: MACR)") end if %> plunged $2 to $9 9/16 following yesterday's run-up after reporting a 22% decline in Q1 revenues of $27.3 million and a loss of $0.03 per share, which missed the mean estimate of a loss of $0.02 per share. The company authorized a stock buyback of up to 5% of its outstanding shares, partially to offset dilution attributable to stock options grants.

QUICK CUTS: CLAREMONT TECHNOLOGY <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CLMT)") else Response.Write("(Nasdaq: CLMT)") end if %> lost $3 1/16 to $13 7/8 after the systems integrator said a number of projects are taking longer than expected to get into the revenue-generating phase, which will hurt fourth quarter results... Healthcare software company SUNQUEST INFORMATION SYSTEMS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SUNQ)") else Response.Write("(Nasdaq: SUNQ)") end if %> sank $2 1/8 to $11 1/4 after reporting a 40% increase in Q2 revenues and EPS of $0.14, down from a year ago and below the mean estimate of $0.15... COMSHARE INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CSRE)") else Response.Write("(Nasdaq: CSRE)") end if %> slid $1 7/16 to $9 5/16 after the decision support software developer reported "obviously disappointing" Q4 revenues of $22.6 million and a loss of $0.25 per share, below estimates for a loss of $0.15 per share... ROBOTIC VISION SYSTEMS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ROBV)") else Response.Write("(Nasdaq: ROBV)") end if %> lost $1 to $13 after reporting Q3 EPS of $0.08, below estimates of $0.10... Hospital company COLUMBIA/HCA HEALTHCARE <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: COL)") else Response.Write("(NYSE: COL)") end if %> fell $1 13/16 to $32 after the indictments of three company executives and on a Wall Street Journal article that said private insurers are also investigating the company's billing practices.

Materials handling equipment company JLG INDUSTRIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: JLG)") else Response.Write("(NYSE: JLG)") end if %> dropped $1 3/16 to $11 1/16 after warning that it will post Q4 EPS below the current mean estimate of $0.30 because of "recent order softness" and heightened competitive pressures... Respiratory device manufacturer CHAD THERAPEUTICS <% if gsSubBrand = "aolsnapshot" then Response.Write("(AMEX: CTU)") else Response.Write("(AMEX: CTU)") end if %> fell $1 7/16 to $7 15/16 on reporting a 30% decline in Q1 revenues and EPS of $0.08, which missed the lone estimate of $0.11... Office furnishings company KNOLL INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: KNL)") else Response.Write("(NYSE: KNL)") end if %> lost $2 1/8 to $30 5/8 on a Merrill Lynch downgrade to "outperform" from "strong buy"... CONVERSE INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CVE)") else Response.Write("(NYSE: CVE)") end if %> plunged $4 3/16 to $11 7/16 after reporting earnings from continuing operations of $0.05 per share, below estimates of $0.07. The company warned that "profits from continuing operations in the second half of the year will be lower than originally anticipated."

FOOL ON THE HILL
An Investment Opinion by Randy Befumo

Free Cash Flow -- Something for Nothing?

With shares of MICROSOFT <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: MSFT)") else Response.Write("(Nasdaq: MSFT)") end if %> trading at more than 53.7 times trailing earnings, even the most evangelic proponents of the digital revolution have begun to develop acrophobia. Consensus earnings estimates for the Redmond, Washington-based giant currently stand at $3.17 per share for fiscal 1998 and $3.82 per share for fiscal 1999, putting the company at 44.6 times this year's estimates and 37 times next year's estimates. Although the 20% profit growth the company expects to generate between June of 1998 and June of 1999 is nothing to sneeze at, many question whether or not the company can justify a 37 times fiscal 1999 earnings multiple at this level. Rarely have companies reached this kind of stratospheric valuation and maintained their altitude.

Curiously, a growing minority has begun to question whether or not valuing Microsoft on its reported earnings is necessarily the best way to go about setting a value for the software giant and dozens of companies like it. Businesses characterized by low capital expenditures, low working capital needs, and stable markets tend to be excellent generators of a financial concept called free cash flow. Free cash flow is the aggregate amount of cash a company takes in after paying all operation costs less any capital investments the company made in order to maintain itself. For many analysts, free cash flow is actually a better indicator of a company's profitability than earnings because it accurately reflects a company's spending on hard assets.

The reason why sometimes large expenditures on plant, property and equipment are not always accurately reflected in a company's accounting earnings is because of a concept called depreciation. When a company purchases a high-ticket item like a new widget melter, instead of recognizing the entire cost up-front, the company recognizes the expense over its estimated useful life. If a widget melter costs $60,000 and will last for 12 years, straight-line depreciation will have the company recognize $5,000 of the widget melter's costs each year for twelve years instead of counting the whole thing at once. This is done to "smooth" out the effect of the widget melter on earnings, because if the company did recognize that cost all at once, it would have really terrible earnings in year one followed by eleven years of great earnings.

So if depreciation makes sense, why does it sometimes mask the underlying cash-generation ability of a company? When companies have to invest a lot of money into plant, property and equipment, relatively high earnings can be swallowed up by the capital expenditures necessary to keep the business going. For instance, in fiscal 1996, AT&T <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: T)") else Response.Write("(NYSE: T)") end if %> generated $5.91 billion in net income. The company also depreciated and amortized $2.74 billion in that year, meaning that it was recognizing the costs of previous expenditures and acquisitions but was not really paying out any more for this. Because depreciation and amortization are "non-cash" charges, to determine free cash flow you add them to net income. The good news, then, is that in the operating part of the cash flow statement, AT&T generated $8.65 billion in cash flow.

The bad news is that in the same year AT&T also spent $6.34 billion on capital expenditures, which are recorded on the investing part of the cash flow statement. This means that minus capital expenditures, AT&T only generated $2.31 billion in "free" cash flow. The reason that this is called "free" cash flow is because the company is free to do whatever it wants with it. This is the cash that is left over after the business has been fortified and all of the spending necessary to keep the corporate machinery running has been done. When a company like AT&T begins to spend more in capital expenditures each year than it depreciates, it starts to become a little misleading with its earnings statements, as future earnings will be reported with a higher rate of depreciation. The net result? Although AT&T trades at 11.6 times trailing earnings per share, the company trades at around 35.7 times trailing free cash flow, including cash and long-term debt.

Now, keep in mind that AT&T is a company that has actually seen its free cash flow shrink dramatically over the past few quarters as it has gone crazy investing in local, wireless, and Internet access services. The company enjoys a long-term growth rate of around 10% to 12%, and eventually will probably be able to start growing its cash flow again at that rate in a few years. When you compare the free cash flow multiple of a company like AT&T to companies that appear overvalued on the basis of their accounting earnings like Microsoft, some interesting results occur. Although Microsoft is currently valued at 53.7 times its trailing earnings, it is only valued at 47 times its trailing cash flow. Whereas the P/E multiple is a 363% premium, the cash flow multiple is only a 31.7% premium for a company that will easily grow free cash flow at twice the rate of the long-distance giant.

While this is certainly not an advertisement for Microsoft's stock, it is worth considering that companies that generate large amounts of free cash flow in a low-inflation environment are worth quite a bit more than companies that do not. At this point, even Microsoft thinks that it will have a return on equity lower than its target rate, hence its decision not to repurchase shares last quarter, but it was not off buying bonds with that cash either -- it was investing in its core software business as well as its media business because it believes these investments will have higher rates of return than the stock over the next few years. When evaluating whether or not a low P/E stock like AT&T is really cheaper than a high P/E stock like Microsoft, investors should take a peak at the free cash flow in order to double check any assumptions.

CONFERENCE CALLS

SMARTALK TELESERVICES INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SMTK)") else Response.Write("(Nasdaq: SMTK)") end if %>
Regarding acquisition of ConQuest
(800) 964-3574 -- through 8/2 @ 11:00 am EDT

TIDEWATER <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: TDW)") else Response.Write("(NYSE: TDW)") end if %>
(800) 475-6701 (#348218) -- replay

PAPA JOHN'S PIZZA <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PZZA)") else Response.Write("(Nasdaq: PZZA)") end if %>
(800) 642-1687 (ask for Papa John's Int'l conference call) -- replay

GENZYME <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: GENZ)") else Response.Write("(Nasdaq: GENZ)") end if %>
(402) 220-2251 -- replay through 7/31

ACCEPTANCE INSURANCE COMPANIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AIF)") else Response.Write("(NYSE: AIF)") end if %>
(800) 633-8284 (code: 2931450) -- replay through 7/31

OLSTEN CORPORATION <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: OLS)") else Response.Write("(NYSE: OLS)") end if %>
(800) 475-6701 (code: 348684) -- replay through 7/31
(320) 365-3844 (code: 348684) -- replay for international callers

CYRIX CORPORATION <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CYRX)") else Response.Write("(Nasdaq: CYRX)") end if %> and
NATIONAL SEMICONDUCTOR <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: NSM)") else Response.Write("(NYSE: NSM)") end if %>
Regarding merger
(800) 642-1687 (code: 534426) -- replay through 8/1

HA-LO INDUSTRIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: HALO)") else Response.Write("(Nasdaq: HALO)") end if %>
(800) 275-2442 -- replay through 8/1 @ 10:00 am EDT

LERNOUT & HAUSPIE SPEECH PRODUCTS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: LHSPF)") else Response.Write("(Nasdaq: LHSPF)") end if %>
(800) 677-4611 (passcode: 11345) -- replay through 8/1 @ 7:00 pm EDT
(402) 220-2168 (passcode: 11345) -- replay number for international callers

08/01/97 (Friday)
FAMILY GOLF <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: FGCI)") else Response.Write("(Nasdaq: FGCI)") end if %>
(800) 275-2442 -- replay through 8/2 @ 9:00 am EDT

THIS WEEK'S CONFERENCE CALL SYNOPSES

NAT'L SEMI - CYRIX (Merger) Call
ATLAS AIR <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ATLS)") else Response.Write("(Nasdaq: ATLS)") end if %> Call
PRIME MEDICAL <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PMSI)") else Response.Write("(Nasdaq: PMSI)") end if %> Call

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HEAR YE, HEAR YE!
FOOLISH ANNIVERSARY!

Let it be known that the month of August in the year of the Jester, 1997, marks the third anniversary of the Motley Fool, and the second anniversary of FoolMart.

In honor of this momentous occasion, all Fools who purchase $75 or more of Foolish goods in the FoolMart between Friday, August 1, and Wednesday, August 6, shall receive a complimentary Wall Street Fool t-shirt in the size of Xtra Large.

So be it decreed by their most Royal Highnesses,
King and Queen Jester the First


Randy Befumo (TMF Templr), a Fool
Fool Plate Special

Dale Wettlaufer (TMF Ralegh), another Fool
Ups & Downs

Brian Bauer (TMF Hoops), and yet another Fool
Editing