TORONTO, ONTARIO--(Marketwired - May 9, 2013) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (BKP.TO) today announced its unaudited interim financial results for the three months ended March 31, 2013.
For the three months ended March 31, 2013, the Company reported:
- Net loss of $0.3 million or $0.03 per share compared to net earnings of $0.1 million or $0.01 per share for the same period in 2012.
As at March 31, 2013, the Company's:
- Cash, cash equivalents and marketable securities totaled $26.1 million or $2.13 per share;
- Investments were valued at $14.7 million or $1.19 per share;
- Shareholders' equity (or net book value1) was $40.7 million or $3.32 per share.
|Statement of Operations Highlights|
|Three Months Ended March 31,|
|In C$ millions except per share amounts||2013||2012|
|Revenue||$ 0.4||$ 0.4|
|Net results of investments||0.1||0.1|
|Expenses, taxes and non-controlling interest||(0.9||)||(0.4||)|
|Net earnings (loss)||($ 0.4||)||$ 0.1|
|Net earnings (loss) per share||($ 0.03||)||$ 0.01|
|Balance Sheet Highlights|
|In C$ millions except per share amounts||March 31, 2013||December 31, 2012|
|Cash and marketable securities||$||26.1||$||25.1|
|Investments in private entities||14.7||16.4|
|Total Shareholders' Equity||$||40.8||$||41.1|
|Number of shares outstanding (millions)||12.3||12.3|
|Net book value per share||$||3.32||$||3.35|
Change of Control
On November 27, 2012, CDJ Global Catalyst LLC ("CDJ") announced that it, on behalf of accounts in respect of which it exercises discretion and control, intended to make an all-cash offer to acquire all of the issued and outstanding shares of the Company at a price of $3.15 per share.
On January 10, 2013, the Company and CDJ entered into a support agreement (the "Support Agreement") under which CDJ agreed, subject to customary conditions, to offer to acquire all of the issued and outstanding common shares of the Company (the "Shares") for cash at a price of $3.20 per Share (the "Offer") and the Company's Board recommended that shareholders deposit their Shares to the Offer. The stated purpose of the Offer by CDJ was to increase its shareholdings in the Company while maintaining C.A. Bancorp as a publicly traded entity. As part of the Offer, directors and officers of the Company who owned Shares and other shareholders of the Company entered into lock-up agreements to tender to the Offer.
The Offer was completed on March 7, 2013 and the Realization Strategy was thereby terminated. As at this date, the Board of Directors was also reconstituted through resignations of all existing directors and the appointment of CDJ's nominees. Furthermore, CDJ assumed responsibility for managing the business and affairs of the Company.
Colin King, principal of CDJ, today said "We are very gratified to be in a position to report our financial results and position to our shareholders. Our philosophy in reporting on all matters to our shareholders will be to provide candid and plain language disclosure communicating openly both positive and negative developments.
We view fellow shareholders as long-term partners; those shareholders who are short-term oriented may find the Company to be an extremely frustrating investment. The Company intends to explore the use of a variety of mechanisms to repurchase stock from those shareholders who may be looking for an exit rather than being invested for the longer term horizon.
Management intends to be prudent with the Company's cash resources. Members of the Company's Board of Directors and CDJ together own substantial equity in the Company creating significant alignment with other shareholders. With respect to the Company's investments in private entities, the Company will continue to work to maximize its return of and on capital.
We look forward to seeking out profitable investments and believe that all markets, including those which are often overlooked and/or undervalued, present opportunities."
For a comprehensive review of the Company's results, shareholders are encouraged to read the Company's Q1 2013 unaudited condensed interim financial statements and accompanying Management's Discussion and Analysis, copies of which will be available on the Company's 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 has historically focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, infrastructure and financial services sectors.
Caution Regarding Forward-Looking Information
This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company's Annual Information Form, in the Management's Discussion and Analysis for the period ended March 31, 2013 and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, 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, ability of the Company to execute its strategies from time to time; the receipt of any regulatory approvals or consents required from time to time. 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-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.
Cautionary Statement Regarding the Valuation of Investments in Private Entities
In the absence of an active market for its investments in private entities, fair values are determined by management using the appropriate valuation methodologies after considering the history and nature of the business, operating results and financial conditions, the outlook and prospects, the general economic, industry and market conditions, capital market and transaction market conditions, contractual rights relating to the investment, public market comparables, private market transactions multiples and, where applicable, other pertinent considerations. The process of valuing investments for which no active market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had an active market existed. The amounts at which the Company's investments in private entities could be disposed of may differ from the fair value assigned and the differences could be material. Estimated costs of disposition are not included in the fair value determination.
1Net book value per share is a non-GAAP financial measure and is calculated as total shareholders' equity under Canadian Generally Accepted Accounting Principles (Canadian GAAP) divided by the number of common shares outstanding at March 31, 2013 and as at December 31, 2012. See the cautionary statement regarding use of Non-GAAP financial measures at the end of this release.
|C.A. Bancorp Inc.|
|225a MacPherson Avenue, Suite 201|
|Toronto, Ontario M4V 1A1|