TORONTO, Aug. 10, 2018 (GLOBE NEWSWIRE) -- Crosswinds Holdings Inc. (“Crosswinds” or the “Company”) (TSX: CWI) today announced its financial results as at and for the three and six months ended June 30, 2018.
Business Highlights
- Following the completion of the sale of the Company’s investment in Monarch in the first quarter of the year, the majority of the Company’s assets are now in cash. The Company’s Board of Directors’ reviewed available investment opportunities against other strategic alternatives, including, without limitation, a return of capital or other monetization event.
- At the end of the quarter, the Board unanimously resolved, having regard to the Company’s available resources and opportunities, that it is 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 has set a special shareholder meeting for September 12, 2018 at which it intends to seek approval for the Monetization Event. To be approved, the Monetization Event will required an affirmative vote of not less than 66-2/3% of the votes cast upon the resolution by shareholders present in person or by proxy at the shareholder meeting. There can be no assurance that shareholder approval will be received.
- Subsequent to quarter end, the Company provided three months written notice of termination to its CEO and COO. Effective October 22, 2018, the Company has an aggregate severance obligation of approximately USD$367,000 in relation to these terminations.
Financial Highlights
For the three and six months ended June 30, 2018, the Company reported:
- Net loss from continuing operations of $(171,785) or $(0.02) per common share (“Share”);
- Shareholders’ equity attributable to Crosswinds’ shareholders (or net book value 1 ) of $20.5 million or $2.24 per Share 1 ; and
- Assuming the issuance of Shares in satisfaction of the issued and outstanding deferred share units, the Company has a net book value of $2.14 per Share 1 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 June 30 | Six months ended June 30 | |||||||||||
| In CAD thousands, except per Share amounts | 2018 | 2017 | 2018 | 2017 | ||||||||
| Revenue | $ | 190 | $ | 131 | $ | 341 | $ | 255 | ||||
| Net results of investments | 246 | (92 | ) | 497 | (107 | ) | ||||||
| Expenses | (608 | ) | (531 | ) | (1,220 | ) | (1,093 | ) | ||||
| Net loss from continuing operations | $ | (172 | ) | $ | (492 | ) | (382 | ) | (945 | ) | ||
| Loss from discontinued operations | - | (520 | ) | - | (493 | ) | ||||||
| Gain on sale from discontinued operations | - | 1,326 | ||||||||||
| Net income (loss) | $ | (172 | ) | $ | (1,012 | ) | $ | 944 | (1,438 | ) | ||
| Non-controlling interest’s (income) loss | - | 74 | (204 | ) | 70 | |||||||
| Net income (loss) attributable to the shareholders of Crosswinds | $ | (172 | ) | $ | (938 | ) | $ | 740 | (1,368 | ) | ||
| Net income (loss) per Share from continuing and discontinued operations | $ | (0.02 | ) | $ | (0.10 | ) | $ | 0.08 | $ | (0.17 | ) | |
Balance Sheet Highlights
| In CAD thousands, except per Share amounts | June 30, 2018 | December 31, 2017 | ||||
| Cash and marketable securities | $ | 20,703 | $ | 7,507 | ||
| Asset classified as held for sale | - | 13,986 | ||||
| Other assets | 165 | 203 | ||||
| Total Assets | $ | 20,868 | $ | 21,696 | ||
| Total Liabilities | (349 | ) | (256 | ) | ||
| Total Shareholders’ Equity | $ | 20,519 | $ | 21,440 | ||
| Non-controlling interests | - | (1,998 | ) | |||
| Shareholders’ Equity attributable to the shareholders of Crosswinds | $ | 20,519 | $ | 19,442 | ||
| Number of shares outstanding (millions) | 9.2 | 9.2 | ||||
| Net book value per Share attributable to the shareholders of Crosswinds | $ | 2.24 | $ | 2.12 | ||
Financial Information
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 June 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.
More information
Colin King Tel: 1-800-439-5136 info@crosswindsinc.com www.crosswindsinc.com
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.
