TDZ HOLDINGS INC.: Press Release.TORONTO Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing -- TDZ TDZ The Dead Zone (movie) TDZ Touchdown Zone TDZ Temperature Danger Zone (food safety) TDZ Tvornica Duhana Zagreb (Croatian tobacco factory) TDZ thiazolidinediones HOLDINGS INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. ., today announced its results for the six months ended June 30, 2004. Overview As a result of the restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). that occurred in April 1999, the only material assets of TDZ Holdings Inc. (the "Company") are its 33% minority equity interest in Nualt Enterprises Inc. ("Nualt") and certain receivables Receivables An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed the proceeds of which will be dedicated to paying the Contingent Rights. Nualt is the principal holding company of the Construction Technology Business and the Residential Real Estate Business (collectively the "Businesses"). The Company's investment in Nualt has been pledged to Nualt's principal lenders (the "Lenders") to secure the Company's guarantees of the debt of Nualt and its subsidiaries. It is anticipated that all available cash flow of Nualt will be used to repay its indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. . Outlook On July 29, 2004 the Company announced that the Residential Real Estate Business had sold substantially all of the real estate assets in which the Company has an indirect minority interest. As part of the transaction, the unlimited guarantee of the Company in respect of the indebtedness of Nualt has been changed to a limited recourse Limited recourse A term describing a type of loan in which the lender has limited or no claim against the parent company if the collateral is insufficient to repay the debt. See:Nonrecourse. obligation. As a result of the transaction, the Lenders now have recourse The right of an individual who is holding a Commercial Paper, such as a check or promissory note, to receive payment on it from anyone who has signed it if the individual who originally made it is unable, or refuses, to tender payment. only to the shares of Nualt held by the Company to satisfy any claims made under the guarantee. In addition, the Company received sufficient funds to pay the balance owing on its outstanding Contingent Rights, with the result that the Company's obligations with respect to the Contingent Rights will be discharged. The Company, in turn, has relinquished re·lin·quish tr.v. re·lin·quished, re·lin·quish·ing, re·lin·quish·es 1. To retire from; give up or abandon. 2. To put aside or desist from (something practiced, professed, or intended). 3. its rights under certain restructuring agreements to have its administrative and operating costs operating costs npl → gastos mpl operacionales reimbursed, with the result that the Company will now be solely responsible for those expenses. The purchaser of the real estate assets is a corporation in which an affiliate of Tridel Financial Corp. has a significant interest. Tridel Financial Corp. owns approximately 41% of the outstanding shares of the Company. All of the 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). from the sale of the real estate assets will be applied to the repayment of a portion of the outstanding indebtedness of Nualt, which is guaranteed by the Company Summary of results Net loss for the six months ended June 30, 2004 was $1,895,000 ($0.05 per share) on revenues of $233,000 as compared to a net income of $4,903,000 ($0.14 per share) on revenues of $145,000 for the six months ended June 30, 2003. The net income and net loss was the result of the equity share of Nualt's income and loss. Nualt's net loss for the six months ended June 30, 2004 includes approximately $3,004,000 of foreign currency translation losses that are non-recurring in nature. The Company has included in income $991,000 ($0.03 per share) for its 33% share of this amount. Cash provided by operations before other working capital items was $3,000 ($0.00 per share) during the six months ended June 30, 2004. Overall there was a $50,000 net decrease in cash during this period. All of the general and administrative costs administrative costs, n.pl the overhead expenses incurred in the operation of a dental benefits program, excluding costs of dental services provided. of the Company have been reimbursed by the Businesses as revenue to the Company. After July 29, 2004 the Company will be solely responsible for funding these costs. Contingent Rights The Contingent Rights are payable by the Company solely out of any payments made by the Businesses pursuant to the Cash Flow Notes issued in favour of the Company. On July 29, 2004 the Company received sufficient funds to pay the balance outstanding on its Contingent Rights. Obligations due to guarantee of debt of Nualt At April 28, 1999, Nualt had a shareholder's deficiency of $69,776,000. Since the Company (as a result of its restructuring) assumed guarantee obligations for approximately $190,000,000 (as at April 28, 1999) of the debt of Nualt and its subsidiaries, the Company recorded a liability for the estimated fair value of these guarantees. The fair value of these obligations at April 28, 1999 has been determined to be the full amount of Nualt's shareholder deficiency at that date. As at June 30, 2004 these guarantee obligations aggregate to approximately $84,000,000. The net investment in Nualt is accounted for by the equity method and accordingly includes the Company's share of net income or loss of Nualt since April 28, 1999. During the period April 29, 1999 to June 30, 2004, Nualt had cumulative net losses of $5,178,000 and the Company recorded its 33% cumulative share in the amount of $1,709,000. On July 29, 2004 the guarantee of the Company in respect of the indebtedness of Nualt has been changed to a limited recourse obligation. As a result of this transaction, the Lenders now have recourse only to the shares of Nualt held by the Company to satisfy any claims made under the guarantee. |
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