TORONTO, Nov. 09, 2018 (GLOBE NEWSWIRE) — Crosswinds Holdings Inc. (“Crosswinds” or the “Company”) (TSX: CWI) today announced its financial results as at and for the three and nine months ended September 30, 2018.
- During the quarter, the Board unanimously resolved, having regard to the Company’s available resources and opportunities, that it was in the best interests of the Company to distribute all of its available capital (less a reasonable reserve for liabilities and contingencies) to shareholders and dissolve the Company (the “Monetization Event”).
- The Company proposed to complete the Monetization Event by way of a plan of arrangement (the “Arrangement”) which was approved by the Court of Queen’s Bench in Alberta and by shareholders of the Company at a special shareholder meeting on September 12, 2018.
- Subsequent to the quarter end, on October 29, 2018, the Company implemented a number of steps of the Arrangement, including, a 20-for-1 share split, and an initial redemption of 95% of the Company’s common shares (“Shares”). In connection with the initial redemption, the Company distributed an aggregate of $17,456,276 or $1.8189 per Share on a pre-Share Split basis.
- Following the initial redemption, the Company received notice from the Toronto Stock Exchange (“TSX”) that it is subject to a delisting review and will be delisted from the TSX if it does not regain compliance with TSX listing requirements by the end of February 2019.
- The Company is assessing options for a sale of the Company. If a sale or similar transaction is not consummated, the Company plans to dissolve as part of the Arrangement.
- The Company has completed the dissolution of a number of its subsidiaries and terminated its premises lease in New York, further reducing its cost structure. During the quarter, the Company also gave working notice to its CEO and COO resulting in an accrual of severance obligations of approximately USD$367,000.
- Shareholders equity as at September 30, 2018, less the initial redemption amount, is equal to $1.9 million. The passage of time and costs involved in pursuing alternate transaction(s) will impact any residual amount of cash in the Company.
For the three months ended September 30, 2018, the Company reported:
- Net loss from continuing operations of $(1,166,251) or $(0.12) per common share (“Share”);
- Shareholders’ equity attributable to Crosswinds’ shareholders (or net book value1) of $19.3 million or $2.10 per Share1; and
- Assuming the issuance of Shares in satisfaction of the issued and outstanding deferred share units, the Company has a net book value of $2.01 per Share1 on a fully diluted basis.
1 Net book value per share is a non-IFRS financial measure and is calculated as total shareholders’ equity under International Financial Reporting Standards (IFRS) divided by the number of common shares outstanding as at the period end. See the cautionary statement regarding use of Non-IFRS financial measures at the end of this release.
Statement of Operations Highlights
|Three months ended Sept. 30||Nine months ended Sept. 30|
|In CAD thousands, except per Share amounts||2018||2017||2018||2017|
|Net results of investments||(136||)||(80||)||361||(188||)|
|Net loss from continuing operations||$||(1,166||)||$||(508||)||(1,548||)||(1,453||)|
|Loss from discontinued Operations||–||(2,432||)||–||(2,926||)|
|Gain on sale from discontinued Operations||–||1,326|
|Non-controlling interest’s (income) loss||–||347||(204||)||418|
|Net income (loss) attributable to the shareholders of Crosswinds||$||(1,166||)||$||(2,593||)||$||426||(3,961||)|
|Net loss per Share from continuing and discontinued operations||$||(0.12||)||$||(0.28||)||$||(0.04||)||$||(0.47||)|
Balance Sheet Highlights
|In CAD thousands, except per Share amounts||Sept. 30, 2018
||December 31, 2017|
|Cash and marketable securities||$||20,084||$||7,507|
|Asset classified as held for sale||–||13,986|
|Total Shareholders’ Equity||$||19,334||$||21,440|
|Shareholders’ Equity attributable to the shareholders of Crosswinds||$||19,334||$||19,442|
|Number of shares outstanding (millions)||9.2||9.2|
|Net book value per Share attributable to the shareholders of Crosswinds||$||2.10||$||2.12|
For a comprehensive review of the Company’s results, shareholders are encouraged to read the Company’s condensed interim consolidated financial statements and accompanying Interim Management’s Discussion and Analysis for the period ended September 30, 2018, copies of which will be available on the Company’s website at www.crosswindsinc.com and on SEDAR at www.sedar.com.
Crosswinds Holdings Inc.
Crosswinds is a publicly traded private equity firm and asset manager targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry. Crosswinds is currently implementing its Monetization Event.
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 2017 Annual Information Form, in the Management’s Discussion and Analysis for the year ended December 31, 2017 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 execute its strategies from time to time including the Monetization Event; the receipt of any regulatory approvals or consents required from time to time.
Cautionary Statement Regarding the Use of Non-IFRS Financial Measures
This news release makes reference to the net book value per share which is a non-IFRS financial measure both on a consolidated basis including non-controlling interests with respect to the Company’s investment in Monarch and on a non-consolidated basis attributable solely to the Company’s shareholders without non-controlling interests. These measures are non-IFRS financial measures. The Company calculates the net book values 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 a holding company of investments. These non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to a similar measure presented by other issuers. This classification is not an IFRS measure and should not be considered either in isolation of, or as a substitute for, a measure prepared in accordance with IFRS.