Share Name | Share Symbol | Market | Type |
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Bordeaux Energy (Tier2) | TSXV:BDO | TSX Venture | Common Stock |
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C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) today announced its consolidated financial results for the first quarter ended March 31, 2010. The Company reported a net loss of $1.1 million or $0.04 per share compared to net earnings of $6.0 million or $0.22 per share in the first quarter of 2009. Included in the first quarter 2010 financial results are one-time costs of $1.2 million or $0.04 per share related to the Company's hostile take-over bid defense and strategic review process. Net earnings adjusted for one-time expenses was $0.1 million. At March 31, 2010, the Company maintained a strong balance sheet having approximately $11.3 million of cash and other net liquid assets, long-term debt of $1.8 million and a net book value of $2.49 per share. In addition, the Company's portfolio of investments in private entities has carried a weighted average implied internal rate of return (IRR) of approximately 20% since inception. Q1 2010 Operational Highlights In January 2010, the Company announced that it closed a $1.2 million follow-on mortgage commitment and investment in Kingswood Drive Kitchener Limited Partnership ("Kingswood") bearing an interest rate of 10% and maturing in 2011. The Company's $1.2 million investment is being matched on a proportionate basis by Kingswood's other two limited partners ($0.3 million in aggregate). The total proceeds of $1.5 million are being utilized by Kingswood to refinance existing debt and to fund future property and unit upgrades. As at the date hereof, $0.6 million of the $1.2 million has been advanced to Kingswood. In March 2010, BDO Canada Ltd. ("BDO"), in its capacity as court appointed interim receiver completed the sale of substantially all of the assets and business of Everus Communications Inc. ("Everus") to Barrett Xplore Inc. ("BXI"). The transaction represented the culmination of a marketing and sales effort conducted by BDO of all the assets, undertakings and properties of Everus. The Company, as senior secured creditor of Everus, received approximately $1.1 million in consideration, subject to certain post-closing adjustments. The majority of the consideration was satisfied by a promissory note, convertible into BXI common shares within twelve months from the closing of the transaction. Operational Highlights Subsequent to Quarter-end In April 2010, High Fidelity HDTV Inc. ("High Fidelity") fully repaid the principal amount outstanding together with all interest owed under the original debenture issued by High Fidelity to the Company in 2007. The Company continues to hold a convertible debenture in the principal amount of $1.5 million and warrants exercisable into common shares of High Fidelity. On May 13, 2010, the Company announced that it has entered into a pre-acquisition agreement with 1535633 Alberta Ltd., an affiliate of Century Services Inc. (together, "Century"). Pursuant to the agreement Century has agreed to make an offer to acquire all of the issued and outstanding shares of the Company at an offer price of $1.50 per share. Please see the Company's news release dated May 13, 2010 for further details. Q1 2010 FinancialResults Income Statement Highlights ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- In Canadian $ millions except per share amounts Q1 2010 Q1 2009 ---------------------------------------------------------------------------- Revenue $ 1.2 $ 1.3 Net results of investments (incl. the gain on sale of AgriFinancial) 0.5 6.6 Expenses, taxes and non-controlling interest (2.8) (2.0) ---------------------------------------------------------------------------- Net earnings (loss) from continuing operations $ (1.1) $ 5.9 ---------------------------------------------------------------------------- Net earnings from discontinued operations 0.0 0.0 ---------------------------------------------------------------------------- Net earnings (loss) $ (1.1) $ 6.0 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Add back: One-time costs related to the strategic review process 1.2 - ---------------------------------------------------------------------------- Net income excluding one-time costs related to the strategic review process $ 0.1 $ 6.0 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Net earnings (loss) per share $ (0.04) $ 0.22 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Add back: One-time costs related to the strategic review process 0.04 - ---------------------------------------------------------------------------- Net earnings per share adjusted for one-time costs $ 0.00 $ 0.22 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Key Balance Sheet Highlights ---------------------------------------------------------------------------- March 31, December 31, In Canadian $ millions except per share amounts 2010 2009 ---------------------------------------------------------------------------- Cash and other net liquid assets $ 11.3 $ 12.3 ---------------------------------------------------------------------------- Assets $ 70.2 $ 71.5 Liabilities 3.7 3.9 ---------------------------------------------------------------------------- Shareholders' equity $ 66.6 $ 67.6 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Number of shares outstanding (millions) 26.7 26.7 ---------------------------------------------------------------------------- Net book value per share $ 2.49 $ 2.53 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Closing market price per share $ 1.40 $ 1.33 Market price discount to net book value 44% 47% ---------------------------------------------------------------------------- Financial Results Discussion Revenues from continuing operations declined by $0.1 million in first quarter 2010 compared to the first quarter 2009. The decline in revenue is attributable to a year-over-year reduction in asset management fees at Barlow Capital Management Inc. ("Barlow"). The accounts of Barlow are consolidated into the Company's financial statements. Revenue earned by the Company and the rest of its subsidiaries was flat year-over-year as invested capital remained substantially unchanged. The Company also realized cash distributions of $0.4 million from its investments in Charter REIT and C.A. Bancorp Canadian Realty Finance Corporation ("CRFC") in Q1 2010 that is not included in the Company's revenues as those investments are accounted for under the equity method under Canadian GAAP. Consolidated net results of investments resulted in a gain of $0.5 million for the first quarter ended 2010 compared to a gain of $6.6 million for the first quarter ended 2009. The gain was primarily driven by a change in unrealized gain on investments in private entities of $0.6 million as the recognized specific unrealized gains in its investments in High Fidelity and Bermingham Foundation Solutions. The Company's consolidated expenses, taxes and non-controlling interests increased by $0.8 million for the first quarter ended 2010 compared to the same period in 2009. For the first quarter ended 2010, the Company reported expenses (including taxes and non-controlling interests) of $2.8 million compared to $2.0 million in the same period 2009. However, the Company incurred or accrued one-time expenses of $1.2 million in the first quarter of 2010 related to the hostile bid defense and strategic review process. After backing out the one-time expenses, the Company and its subsidiaries (Barlow) actually decreased their operating expenses by $0.3 million in the first quarter of 2010 compared to the same period in 2009. The Company believes it has sufficient working capital to support the Company's normal operations. After normalizing for one-time expenses in the quarter, the Company's working capital as at March 31, 2010 would have been unaffected when compared to December 31, 2009. The Company is approximately break-even on an adjusted cash flow from normal operations (including cash flow from operations plus distributions from CRFC and Charter REIT and deducting one-time Expenses) on a quarterly basis. Cash flow from operations could increase over time if the Company invests its available capital. Annual General Meeting The Company's Annual General Meeting has been scheduled for June 28, 2010 at 11:00 a.m. at the Novotel Toronto North York Hotel at 3 Park Home Avenue, Toronto, Ontario, M2N 6L3. The record date for the determination of shareholders entitled to receive notice of and to vote at the meeting is at the close of business on May 25, 2010. Financial Information C.A. Bancorp's Q1 2010 consolidated financial statements and Management's Discussion and Analysis of the results will be available on its website at www.cabancorp.com and on SEDAR at www.sedar.com. C.A. Bancorp Inc. C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle- capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors. This news release contains "forward-looking statements" that reflect the current expectations of management regarding the Company's future growth, results of operations, performance and business prospects and opportunities. Forward looking statements are only predictions and are not guarantees of performance. Wherever possible, words such as "may", "would", "could", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour" and similar expressions have been used to identify these forward-looking statements. These statements reflect management's beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Important assumptions relating to the forward-looking statements contained in this news release include competitive and economic conditions. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward- looking statements, including, without limitation, those listed in the "Risk Factors" section of the Company's Annual Information Form, elsewhere in our Management's Discussion and Analysis for the year ended December 31, 2009 and elsewhere in our filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, the ability of the Company to make additional private investments, and general economic and market factors, competition, interest rates, tax related matters, loss of personnel, reliance on key personnel, ability of the Company to generate positive future returns for investors, Company's success in preserving capital, managing debt, maintaining liquidity, managing operating costs, the results of the Century offer and the timing and location of the Annual General Meeting. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management currently believes to be reasonable assumptions, management cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. The forward-looking statements included in this news release are, unless otherwise indicated, made as of the date hereof and are expressly qualified in their entirety by this cautionary language. The Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements, except as required by law. The Company does not undertake to update any forward- looking statements, whether written or oral, that may be made from time to time, except as required by law; such statements speak only as of the date made. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. This news release makes reference to net results of investments that are different than reported under Canadian GAAP. C.A. Bancorp has reclassified its interest in AgriFinancial from Discontinued Operations to Net Results of Operations. C.A. Bancorp believes that it is more appropriate to classify AgriFinancial under Net Results of Operations because it is more akin to a private equity investment and the capital gains from the sale of AgriFinancial would normally fall in Net Results of Operations if it were a non-consolidated private equity investment. C.A. Bancorp's method of classifying AgriFinancial is a Non-GAAP financial measure that does not have any standardized meaning prescribed by Canadian GAAP and therefore it is unlikely to be comparable to similar measures presented by other issuers. This classification is not a Canadian GAAP measure and should not be considered either in isolation of, or as a substitute for, measures prepared in accordance with Canadian GAAP. For a reconciliation of this Non-GAAP financial measure to Canadian GAAP, please see the Company's MD&A. In addition, this news release makes reference to the net book value per share which is a non-GAAP financial measure. The Company calculates the net book value per share as it believes it to be an important metric that shareholders use and frequently request and refer to because shareholders often view the Company as an holding company of investments in private entities. Net book value is a non-GGAP financial measure that does not have any standardized meaning prescribed by Canadian GAAP and therefore it is unlikely to be comparable to similar measures presented by other issuers. This classification is not a Canadian GAAP measure and should not be considered either in isolation of, or as a substitute for, measures prepared in accordance with Canadian GAAP. C.A. Bancorp Inc. The Exchange Tower 130 King Street West, Suite 2810 Toronto, Ontario M5X 1A4 Telephone: (416) 214-5985 Fax: (416) 861-8166
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