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Canbras Releases Third Quarter Results.


MONTREAL -- Canbras Communications Corp. (NEX NEX
abbr.
Navy exchange
.CBC (1) (Cell Broadcast Center) See cell broadcast.

(2) (Cipher Block Chaining) In cryptography, a mode of operation that combines the ciphertext of one block with the plaintext of the next block.
.H) ("Canbras" or the "Corporation") today released unaudited results for the third quarter of 2004.As the Corporation completed the sale of all of its operations in December 2003 (the "Sale Transaction") to Horizon Cablevision do Brasil, S.A. ("Horizon") pursuant to a share purchase agreement ("SPA"), the Corporation's unaudited consolidated statements of earnings for the third quarter of 2004 reflect only the winding up activities of the Corporation.

On August 23, 2004, the Corporation made an initial distribution to common shareholders, in the amount of $0.21 per common share (or $11.6 million in the aggregate), of the proceeds received by Canbras from the Sale Transaction. Canbras had previously estimated that the final distribution of net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of the Sale Transaction to shareholders would aggregate approximately $0.30 per share (or $16.5 million) assuming no unforeseen claims were asserted against the Corporation.On November 16, 2004, Canbras announced that it had received a written notice from Horizon asserting as·sert  
tr.v. as·sert·ed, as·sert·ing, as·serts
1. To state or express positively; affirm: asserted his innocence.

2. To defend or maintain (one's rights, for example).
 previously unforeseen claims for indemnification Indemnification

Used in insurance policy agreements as to compensation for damage or loss. In the context of corporate governance, Director Indemnification uses the bylaws and/or charter to indemnify officers and directors from certain legal expenses and judgements resulting from
 by Canbras under the SPA. The aggregate amount of claims asserted by Horizon is Reais $57.6 million, or approximately $24.7 million.

Under the terms of the SPA, if Horizon desires to seek indemnification from the Corporation, it is required to send written notice thereof to the Corporation prior to December 19, 2004, describing the facts giving rise to the claim, the amount (or a reasonable estimate of the likely amount) of the claim and the provision of the SPA (or the schedules thereto there·to  
adv.
1. To that, this, or it.

2. Archaic In addition to that; furthermore.


thereto
Adverb

Formal

1. to that or it

2.
) alleged to have been breached.Under the SPA, the Corporation's indemnification obligations are limited to the balance of the purchase price due under the SPA, which balance is represented by the one-year promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt.  due on December 19, 2004 in the principal amount of $10.432 million, plus accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 thereon there·on  
adv.
1. On or upon this, that, or it.

2. Archaic Following that immediately; thereupon.

Adv. 1. thereon - on that; "text and commentary thereon"
on it, on that
 at 10% per annum Per annum

Yearly.
 (the "Note").The Horizon notice states that it is a preliminary list of claims, and that it is reserving its rights to supplement, review, adjust and otherwise modify its list of claims in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with the SPA.

As at this date, Canbras has not received sufficient information to enable it to assess the validity of the claims nor the propriety pro·pri·e·ty  
n. pl. pro·pri·e·ties
1. The quality of being proper; appropriateness.

2. Conformity to prevailing customs and usages.

3. proprieties The usages and customs of polite society.
  of any subsequent demand for indemnification under the SPA in respect of such claims.As a result, the Note and accrued interest thereon are recorded on Canbras' interim consolidated balance sheet consolidated balance sheet

A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm.
 at September 30, 2004 at their face value of $11.223 million and no provision for loss has been included in Canbras' interim consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
. Although Canbras intends to examine all such claims and, where appropriate, to contest their validity or propriety or amount, at this time there can be no assurance that the Corporation will not ultimately be held to be contractually responsible for an amount of indemnification that equals the entire amount of the Note and all accrued interest due thereon.

If the Corporation is ultimately contractually responsible for some or all of the indemnity Recompense for loss, damage, or injuries; restitution or reimbursement.

An indemnity contract arises when one individual takes on the obligation to pay for any loss or damage that has been or might be incurred by another individual.
 claims asserted to date by Horizon (or for future indemnity claims which may be validly asserted by Horizon), then the amount of the final distribution of net proceeds to shareholders will be reduced, and it is possible that the amount of the final distribution to shareholders will not include any amounts previously expected to be received by the Corporation under the Note, representing approximately $0.21 per share of the originally estimated final distribution of $0.30 per share, and will be limited to cash on hand ($7.4 million at September 30, 2004) less expenses incurred to the time of the making of the final distribution, including overhead expenses, expenses related to contesting and/or defending the claims for indemnification asserted by Horizon and expenses associated with collecting amounts due, if any, under the Note.

Canbras had also previously stated that the final distribution to shareholders would be made in one or more instalments after the receipt of the balance of the purchase price payable pursuant to the Note, the satisfaction of all remaining liabilities of the Corporation and the receipt by the Corporation of up-dated tax clearance certificates.Such distributions, together with all aspects of the process of winding up Canbras, were expected to have been completed by year-end 2005. As a result of the receipt of the notice from Horizon, the Corporation cannot at this time predict the length of time that may be required to finally settle any issues surrounding sur·round  
tr.v. sur·round·ed, sur·round·ing, sur·rounds
1. To extend on all sides of simultaneously; encircle.

2. To enclose or confine on all sides so as to bar escape or outside communication.

n.
 the asserted indemnity claims nor to finally settle any of the lawsuits underlying any valid claims for indemnification.As a result, the Corporation cannot at this time predict when the final distribution will be made nor when the process of winding up Canbras will be completed but estimates that these events will occur no sooner than year-end 2005.

Third Quarter Results

As at September 30, 2004, Canbras' shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 was $17.9 million, down from $29.3 million at June 30, 2004. This decrease reflects the initial distribution to shareholders of $11.6 million, partially offset by the third quarter earnings of $183 thousand (comprised of accrued interest income of $330 thousand, foreign exchange gains and other income of $38 thousand offset by $185 thousand of administrative expenses).

Canbras' cash and cash equivalents and the Note (including accrued interest) as at September 30, 2004 were $7.4 million and $11.2 million respectively. Cash and cash equivalents held by the Corporation are being invested in high-grade money market instruments Money market instruments

See: Cash investments
.

Accounts payable and accrued liabilities Accrued liabilities are liabilities which have occurred, but have not been paid or logged under accounts payable during an accounting period; in other words, obligations for goods and services provided to a company for which invoices have not yet been received.  of $779 thousand at the end of the third quarter of 2004 represent mainly the provision for estimated remaining costs of completing the Sale Transaction.During the third quarter of 2004, accrued liabilities declined by $75 thousand principally due to a previously foreseen fore·see  
tr.v. fore·saw , fore·seen , fore·see·ing, fore·sees
To see or know beforehand: foresaw the rapid increase in unemployment.
 and accrued ac·crue  
v. ac·crued, ac·cru·ing, ac·crues

v.intr.
1. To come to one as a gain, addition, or increment: interest accruing in my savings account.

2.
  remaining cost of completing the Sale Transaction being realized and paid in cash.

The earnings for the third quarter were $183 thousand.

Estimated RemainingFuture Net Assets Net assets

The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand.


net assets

See owners' equity.


Following the initial distribution to shareholders and assuming that the Note and accrued interest will be collected in full and that no unforeseen claims will be asserted against the Corporation, the currently estimated remaining future net assets of Canbras at December 31, 2005 are $16.5 million. The currently estimated remaining future net assets at December 31, 2005 have not changed from the estimate made in connection with the Corporation's second quarter results. The difference between shareholders' equity on the consolidated balance sheet at September 30, 2004 and the estimated remaining future net assets at December 31, 2005 is the deduction deduction, in logic, form of inference such that the conclusion must be true if the premises are true. For example, if we know that all men have two legs and that John is a man, it is then logical to deduce that John has two legs.  of estimated future net costs from October 1, 2004 to December 31, 2005. Such future net costs are estimated at approximately $1.4 million comprised of wind-up costs of approximately $1.8 million net of interest income of approximately $0.4 million. However, these estimated future net costs exclude any amounts that may be required to contest and/or defend the claims for indemnification asserted by Horizon or to contest and/or defend and/or settle unforeseen claims against the Corporation.To the extent that the Corporation is not wound-up by December 31, 2005, then it will continue to incur To become subject to and liable for; to have liabilities imposed by act or operation of law.

Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court.
  overhead expenses at a rate estimated to be approximately $200 to $250thousand per quarter, excluding amounts that maybe required to contest and/or defend and/or settle the claims for indemnification asserted by Horizon or in relation to unforeseen claims that may be asserted by others.Interest income may not be sufficient to cover all such expenses.

Forward looking statements

This news release may contain certain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that reflect the current views and/or expectations of Canbras with respect to future events.Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events, and may contain words like "believe" "anticipate", "expect", "will likely result", or words or phrases of similar meaning.Such statements are subject to a number of important risks and uncertainties which are difficult to predict and assumptions which may prove to be inaccurate. Whether actual events and developments conform with the Corporation's expectations and predictions are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual events to differ materially from current expectations include, among other things: whether any of the claims for indemnification that have been asserted (or any future claims for indemnification which may be asserted)by Horizon under the SPA will result in a reduction of the amounts due under the Note; the collectibility of amounts due (if any) under the Note; whether any unforeseen claims are asserted by third parties against the Corporation (or its directors and officers) in connection with the winding up and liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
 of the Corporation or otherwise; the timing or amount of distributions of net proceeds of the Sale Transaction to shareholders; the timing of and costs associated with contesting and/or defending and/or settling the claims for indemnification asserted (or any future claims for indemnification which may be asserted) by Horizon; the timing of and costs associated with the final winding up and liquidation of the Corporation; and certain other factors set forth in the Corporation's filings with the Canadian securities commissions. In addition, forward-looking statements do not reflect the potential impact of future monetizations of potential assets or any legal or regulatory proceedings that may be announced after these statements are made. Canbras disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

12G Exemption #82-1927
CANBRAS COMMUNICATIONS CORP.

Estimated Remaining Future Net Assets at December 31, 2005
----------------------------------------------------------
(unaudited, in thousands of Canadian dollars)
---------------------------------------------

Assets as at September 30, 2004
-------------------------------

   Cash and cash equivalents and temporary investments         7,406
   Note and interest receivable                               11,233
   Prepaid expenses and other                                     88
                                                            --------
      Total Assets                                            18,727

Liabilities as at September 30, 2004
------------------------------------

   Accounts payable and accrued liabilities                      779
                                                            --------
      Total liabilities                                          779

Net assets as at September 30, 2004                           17,948

Estimated future net costs for wind-up to
 December 31, 2005 (1)                                         1,448
                                                            --------

Estimated remaining future net assets as at
 December 31, 2005 before final distribution to
 shareholders                                                 16,500
                                                            --------
                                                            --------


(1)  This estimate: (i) assumes that the Note and accrued interest
     will be paid in full on the original maturity date; and (ii)
     excludes amounts that may be required to contest and/or defend
     the claims for indemnification asserted by Horizon or that may
     be required to contest and/or defend and/or settle unforeseen
     claims.



The TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 does not accept responsibility for the adequacy or accuracy of this release.

Canbras Communications Corp. (NEX BOARD:CBC.H)
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Nov 23, 2004
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