Mass Financial Corp. Agrees to be Acquired by Terra Nova Royalty Corporation
and Reports Results for the First Half 2010
</pre>
<p><span class="xn-location">HONG KONG</span>, <span class="xn-chron">Sept. 27</span> /CNW/ -- Mass Financial Corp. ("Mass" or "MFC") (<span class="xn-location">Vienna</span> Stock Exchange symbol: MASS) (Pink Sheets: MFCAF) today reported its financial results for the six months ended <span class="xn-chron">June 30, 2010</span>. All figures are in U.S. dollars and earnings per share amounts are on a diluted basis.</p>
<p/>
<p>For the six months ended <span class="xn-chron">June 30, 2010</span>, MFC reported total revenues of <span class="xn-money">$173.7 million</span> with net income attributable to our shareholders of <span class="xn-money">$12.5 million</span> or <span class="xn-money">$0.48</span> per share, compared to total revenues of <span class="xn-money">$163.4 million</span> with net income attributable to our shareholders of <span class="xn-money">$11.2 million</span> or <span class="xn-money">$0.42</span> per share for the six months of 2009 (excluding a one-time gain on the repurchase of preferred shares).</p>
<p/>
<p>At <span class="xn-chron">June 30, 2010</span>, the Company had <span class="xn-money">$252.5 million</span> in cash and securities, our current ratio was 2.49, and the long-term debt-to-shareholders' equity ratio was 0.24. Our book value was <span class="xn-money">$215.4 million</span>.</p>
<p/>
<p>As of <span class="xn-chron">June 30, 2010</span> our inventory increased as we are now holding commodities where the risks have been mitigated. We also paid down liabilities during the period in the amount of approximately <span class="xn-money">$69.9 million</span>. We will pursue this strategy while we review our borrowing costs and continue with our monitoring of the fluctuation in the exchange rate between the Euro and the U.S. Dollar.</p>
<p/>
<p><span class="xn-person">President Michael Smith</span>, commented, "We are proceeding into the energy industry in <span class="xn-location">India</span>, despite some setbacks for this emerging market. We, however, remain generally optimistic as to the overall economic conditions, as well as with our other Indian operations.</p>
<p/>
<p>While we cannot predict with certainty how we will do for the full year 2010, we believe we can increase our net asset value per share. Net asset value is the way management values Mass."</p>
<p/>
<p>In addition, Mass has entered into an agreement with <span class="xn-person">Terra Nova Royalty</span> Corporation ("<span class="xn-person">Terra Nova</span>") for <span class="xn-person">Terra Nova</span> to acquire all of the issued and outstanding shares of Mass by way of a takeover bid (the "Offer"). The Offer is one <span class="xn-person">Terra Nova</span> share for each Mass share.</p>
<p/>
<p><span class="xn-person">Terra Nova</span> is in the mineral royalty and natural resources business. One of Terra Nova's assets is a royalty on the Wabush iron ore mine located in Labrador, Newfoundland, <span class="xn-location">Canada</span>. Terra Nova's shares are listed for trading on the NYSE.</p>
<p/>
<p>In connection with the Offer, the Board of Directors of Mass formed a special committee of qualified directors to review and consider the Offer. The Board of Directors of Mass, after receiving the recommendation of its special committee and in consultation with its financial and legal advisors, has unanimously approved entering into the agreement and the Offer. The Mass Board received an opinion from its financial advisor that the Offer is fair, from a financial point of view, to Mass shareholders. As a result, our Board of Directors unanimously recommends that all shareholders accept the Offer from <span class="xn-person">Terra Nova</span> and views it to be positive for all our stakeholders.</p>
<p/>
<p>A transaction with <span class="xn-person">Terra Nova</span> is also excellent for our over 550 employees worldwide, customers, banks and suppliers. The Offer will allow shareholders to become part of a much stronger company, provide better liquidity with <span class="xn-person">Terra Nova</span> shares being listed on the NYSE and allow for the combined company to expand and enhance value.</p>
<pre>
Highlights of the Offer:
-- One Terra Nova share for each Mass share
-- Creation of a significant well capitalized company with enhanced
growth
opportunities and global capabilities
-- Creates value through integration of complementary businesses and
eliminates overlap in natural resources segment
-- Increases the management strength and knowledge base throughout the
new
merged Terra Nova
-- Rationalization of general and administration resulting in cost
savings
-- For the purposes of the Offer, the adjusted book values of each party
is approximately equal; $9.00 per share for Mass and $8.91 per share
for Terra Nova
-- Allows Mass shareholder to participate in the results of Terra Nova,
including receiving an expected distribution of KHD Humboldt Wedag
International AG ("KID") shares after completion of the Offer (the
"Proposed Fourth Distribution")
-- Designed to be a tax-free reorganization for U.S. shareholders
-- We estimate after the regulatory approvals and a shareholder meeting
of
Terra Nova to affirm the acquisition closing to be on or about October
30, 2010
</pre>
<p>The Offer is part of a multi-step transaction, which includes the subsequent merger of Mass and a <span class="xn-person">Terra Nova</span> subsidiary, designed to effect a combination with an exchange ratio based upon the fully-diluted net value of each company, adjusted in the case of <span class="xn-person">Terra Nova</span> to reflect the fair value of its Wabush royalty interest, the after-tax recovery for past royalty underpayments, excluding pending claims for interest and costs (the "Arbitration Award"), its recently completed Rights Offering and its distribution of shares of KID on <span class="xn-chron">September 23, 2010</span> (the "Third Distribution"). In the case of Mass, its net book value is adjusted to reflect the fair value of certain resource interests. Based upon the foregoing adjustment, for the purposes of the Offer, the Mass shares were valued at <span class="xn-money">$9.00</span> per share.</p>
<p/>
<p>Attached as pages 5 to 8 hereto are tables setting forth the balance sheets for Mass, <span class="xn-person">Terra Nova</span> and for <span class="xn-person">Terra Nova</span> after giving pro forma effect to: (i) the Offer; (ii) the Rights Offering; (iii) the Third Distribution and Proposed Fourth Distribution; (iv) the Arbitration Award; (v) the increase in fair value of the Wabush royalty when <span class="xn-person">Terra Nova</span> adopts International Financial Reporting Standards ("IFRS"); and (vi) the increase in fair value of Mass's resource interests as at the date indicated.</p>
<p/>
<p>The agreement between <span class="xn-person">Terra Nova</span> and Mass provides for, among other things, a non-solicitation covenant on the part of Mass, subject to customary "fiduciary out" provisions that entitle Mass to consider and accept a superior proposal, a right in favour of <span class="xn-person">Terra Nova</span> to match any superior proposal and the payment of a reciprocal termination payment of <span class="xn-money">$6 million</span>, if the acquisition is not completed as a result of a superior proposal or other termination of the agreement in certain circumstances.</p>
<p/>
<p>The Offer will be conditional upon, among other things, <span class="xn-person">Terra Nova</span> acquiring such number of Mass shares that, together with Mass shares held by <span class="xn-person">Terra Nova</span>, constitute not less than 50.1 percent of the Mass shares on a fully-diluted basis and approval by a majority of Terra Nova's shareholders at its shareholders' meeting scheduled for <span class="xn-chron">October 29, 2010</span>. In addition, the Offer will be subject to certain customary conditions, relevant regulatory approvals including in the <span class="xn-location">United States</span> and the NYSE, the absence of a material adverse change, and a waiver of the Mass shareholder rights plan.</p>
<p/>
<p>Further information in respect of the Offer, the agreement and <span class="xn-person">Terra Nova</span> will be included in a take-over circular to be mailed by <span class="xn-person">Terra Nova</span> to Mass shareholders. Further information regarding Mass's Board recommendations will be set forth in a directors' circular to be mailed to shareholders.</p>
<pre>
About the Company:
</pre>
<p>Mass Financial Corp.'s business encompasses a broad spectrum of activities related to the integrated combination of commodities and natural resources, including trading, commercial trade, proprietary investing and financial services. To obtain further information, please visit our website at <a href="http://www.massfinancialcorp.com">http://www.massfinancialcorp.com</a>.</p>
<pre>
Legal Notice
</pre>
<p>This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and offering circular document to be delivered to Mass and filed with securities regulators and to be mailed to Mass shareholders by <span class="xn-person">Terra Nova. Mass</span> shareholders should read these materials carefully because they contain important information, including the terms and conditions of the Offer. In addition, Mass's Board of Directors will be mailing to shareholders a circular with its recommendation. Mass shareholders should read these materials carefully as they contain important information regarding the Offer.</p>
<p/>
<p>The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.</p>
<p/>
<p>Neither the content of Terra Nova's website, Mass's website or any other website nor the content of any website accessible from hyperlinks on Terra Nova's website, Mass's website or any other website is incorporated into, or forms part of, this announcement.</p>
<pre>
Forward-Looking Statements
</pre>
<p>This document contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.</p>
<p/>
<p>Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mass to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Mass to differ materially from the expectations of Mass include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labor relations and work stoppages, changes in political and economic stability, the failure to meet certain conditions of the Offer and/or the failure to obtain the required approvals or clearances from regulatory and other agencies and bodies on a timely basis or at all, the inability to successfully integrate Mass's operations and programs with those of <span class="xn-person">Terra Nova</span>, incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to integration of Mass, disruptions in business operations due to reorganization activities and interest rate and currency fluctuations. Such forward-looking statements should therefore be construed in light of such factors.</p>
<p/>
<p>Other than in accordance with its legal or regulatory obligations, Mass is not under any obligation and Mass expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.</p>
<pre>
</pre>
<p> </p>
<pre>
MASS FINANCIAL CORP. and
TERRA NOVA ROYALTY CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(United States Dollars in Thousands, except per share amount)
June 30, 2010
</pre>
<p> </p>
<pre>
Terra
Mass Nova Historical
Historical Historical Subtotal
---------- ---------- --------
ASSETS
Current assets
Cash and cash equivalents $235,312 $71,202 $306,514
Securities 17,171 13,666 30,837
Restricted cash 2,125 0 2,125
Note and loan receivables 12,723 8,000 20,723
Other receivables 27,110 5,789 32,899
Amount due from a former
subsidiary 0 1,754 1,754
Inventories 50,759 0 50,759
Properties for sale 11,675 0 11,675
Tax receivable 1,747 0 1,747
Contract deposits,
prepaid and other 17,935 773 18,708
Future income tax assets 0 158 158
--- --- ---
Total current assets 376,557 101,342 477,899
Non-current assets
Restricted cash 28 0 28
Securities 13,421 0 13,421
Loan receivable 0 0 0
Investment in a former
subsidiary 0 116,909 116,909
Property, plant and
equipment 25,280 110 25,390
Interest in resource
property 0 26,143 26,143
Investment property 35,595 0 35,595
Equity method investments 4,921 0 4,921
Future income tax assets 3,539 2,426 5,965
Goodwill 4,793 0 4,793
----- --- -----
Total non-current assets 87,577 145,588 233,165
------ ------- -------
TOTAL ASSETS $464,134 $246,930 $711,064
======== ======== ========
</pre>
<p> </p>
<p> </p>
<pre>
Pro Notes
Forma -----
-----
ASSETS
Current assets
Cash and cash equivalents $363,005 1
Securities 19,764 2
Restricted cash 2,125
Note and loan receivables 8,000 3
Other receivables 32,690 4
Amount due from a former
subsidiary 1,754
Inventories 50,759
Properties for sale 11,675
Tax receivable 1,747
Contract deposits,
prepaid and other 18,708
Future income tax assets 158
---
Total current assets 510,385
Non-current assets
Restricted cash 28
Securities 13,421
Loan receivable 12,723 5
Investment in a former
subsidiary 0 6
Property, plant and
equipment 43,390 7
Interest in resource
property 199,296 8
Investment property 35,595
Equity method investments 4,921
Future income tax assets 5,965
Goodwill 4,793
-----
Total non-current assets 320,132
-------
TOTAL ASSETS $830,517
========
</pre>
<p> </p>
<pre>
MASS FINANCIAL CORP. and
TERRA NOVA ROYALTY CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(United States Dollars in Thousands, except per share amount)
June 30, 2010
</pre>
<p> </p>
<pre>
Mass Terra Historical
Historical Nova Subtotal
---------- Historical --------
----------
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and
accrued expenses $44,233 $2,326 $46,559
Debt, current portion 1,921 0 1,921
Financial liabilities,
short-term bank loans 102,978 0 102,978
Provisions 1,090 0 1,090
Income tax liabilities 840 553 1,393
Deferred credit, future
income tax assets 0 158 158
Dividend payable 0 37,326 37,326
--- ------ ------
Total current liabilities 151,062 40,363 191,425
------- ------ -------
</pre>
<p> </p>
<pre>
Long-term liabilities
Debt, less current portions 50,922 0 50,922
Provisions 972 0 972
Future income tax liability 1,953 0 1,953
Other long-term
liabilities 26,171 0 26,171
------ --- ------
Total long-term
liabilities 80,018 0 80,018
------ --- ------
TOTAL LIABILITIES 231,080 40,363 271,443
------- ------ -------
</pre>
<p> </p>
<pre>
EQUITY
Shareholders' equity 215,362 206,567 421,929
Non-controlling interests 17,692 0 17,692
------ --- ------
TOTAL EQUITY 233,054 206,567 439,621
------- ------- -------
</pre>
<p> </p>
<pre>
TOTAL LIABILITIES AND
EQUITY $464,134 $246,930 $711,064
======== ======== ========
</pre>
<p> </p>
<pre>
Net book value per share
</pre>
<p> </p>
<p> </p>
<pre>
Pro Notes
Forma -----
-----
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and
accrued expenses $46,350 9
Debt, current portion 1,921
Financial liabilities,
short-term bank loans 102,978
Provisions 1,090
Income tax liabilities 3,947 10
Deferred credit, future
income tax assets 158
Dividend payable 0 11
---
Total current liabilities 156,444
-------
</pre>
<p> </p>
<pre>
Long-term liabilities
Debt, less current portions 48,312 12
Provisions 972
Future income tax liability 53,803 13
Other long-term
liabilities 26,171
------
Total long-term
liabilities 129,258
-------
TOTAL LIABILITIES 285,702
-------
</pre>
<p> </p>
<pre>
EQUITY
Shareholders' equity 527,123 14
Non-controlling interests 17,692
------
TOTAL EQUITY 544,815
-------
</pre>
<p> </p>
<pre>
TOTAL LIABILITIES AND
EQUITY $830,517
========
</pre>
<p> </p>
<pre>
Net book value per share $8.42
=====
Notes to the Unaudited Pro Forma Consolidated Balance Sheet:
</pre>
<p>These notes explain the reconciliations of the historical amounts to pro forma accounts based on management assumptions and estimates. The reconciliations begin from the subtotals of the historical amounts of <span class="xn-person">Terra Nova</span> and Mass, except for the reconciliation of shareholders' equity which begins from the historical amount of <span class="xn-person">Terra Nova</span> as the shareholders' equity of Mass was eliminated on consolidation.</p>
<p/>
<p> </p>
<p> </p>
<p>Dollars are denominated in thousands.</p>
<p> </p>
<pre>
1. Cash and cash
equivalents Historical subtotal $306,514
Rights offering
proceeds, net of
shares acquired by
Mass 47,529
Arbitration Award 8,962
-----
Pro forma $363,005
========
</pre>
<p> </p>
<pre>
2. Securities, current Historical subtotal $30,837
Elimination of
Mass's common
shares currently
held by Terra Nova (11,073)
--------
Pro forma $19,764
=======
</pre>
<p> </p>
<pre>
3. Note and loan
receivable, current Historical subtotal $20,723
Extension of loan
maturity date (12,723)
--------
Pro forma $8,000
------
</pre>
<p> </p>
<pre>
4. Other receivables Historical subtotal $32,899
Elimination of
accounts between
Terra Nova and
Mass (209)
-----
Pro forma $32,690
=======
</pre>
<p> </p>
<pre>
5. Loan receivable, non-
current Historical subtotal $0
Extension of loan
maturity date 12,723
------
Pro forma $12,723
=======
</pre>
<p> </p>
<pre>
6. Investment in a
former subsidiary Historical subtotal $116,909
Second, Third and
Proposed
Fourth
Distributions of
KID Shares (116,909)
---------
Pro forma 0
===
</pre>
<p> </p>
<pre>
7. Property, plant and
equipment Historical subtotal $25,390
Revaluation of
resource property
held by Mass 18,000
------
Pro forma $43,390
=======
</pre>
<p> </p>
<pre>
8. Interest in resource
property Historical subtotal $26,143
Payment for
resource property
in shares in 3rd
quarter 2010 303
Revaluation of
interest in Wabush
resource property
to fair value
pursuant to IFRS 172,850
-------
Pro forma $199,296
========
</pre>
<p> </p>
<pre>
9. Accounts payable and
accrued expenses Historical subtotal $46,559
Elimination of
accounts between
Terra Nova and
Mass (209)
-----
Pro forma $46,350
=======
</pre>
<p> </p>
<pre>
10. Income tax
liabilities Historical subtotal $1,393
Tax on Arbitration
Award 2,554
-----
Pro forma $3,947
======
</pre>
<p> </p>
<pre>
11. Dividend payable Historical subtotal $37,326
Payment of second
distribution of
KID shares (37,326)
--------
Pro forma $0
===
</pre>
<p> </p>
<pre>
12. Debt, less current
portion Historical subtotal $50,922
Conversion of bonds (2,610)
-------
Pro forma $48,312
=======
</pre>
<p> </p>
<pre>
13. Future income tax
liability, long- term Historical subtotal $1,953
Taxes on
revaluation of
interest in Wabush
resource property 51,850
------
Pro forma $53,803
=======
</pre>
<p> </p>
<p> </p>
<pre>
Number
of
Shares
------
Historical amount
14. Shareholders' equity of Terra Nova $206,567 30,284,911
Shares issued for
acquisition of
Mass 224,899 25,001,089
Rights offering,
net of shares
acquired by Mass 47,529 7,242,988
Payment for
resource property
in shares in 3(rd)
quarter 2010 303 41,400
Arbitration Award,
net of taxes 6,408 0
Revaluation of
interest in Wabush
resource property,
net of taxes,
pursuant to IFRS 121,000 0
Third Distribution
and Proposed
Fourth
Distribution of
KID shares (79,583) 0
-------- ---
Pro forma $527,123 62,570,388
======== ========
</pre>
<p> </p>
<pre>
15. Pro-forma working
capital and selected
pro-forma ratios Working capital $353,941
Current Ratio 3.26
Long-term debt,
less current
portion $48,312
Long-term debt to
shareholder equity 0.09
</pre>
<p>The foregoing tables give pro forma effect to certain items that are not related to the Offer. These pro forma amounts are "non-GAAP" measures. Management considers them a meaningful supplement to assess its liquidity, capital resources, shareholders' equity and book value. These non-GAAP measures have significant limitations as an analytical tool and should not be considered in isolation or as a substitute for GAAP measures for liquidity, capital resources or shareholders' equity. Management believes this information to be useful to securities holders and analysts in assessing Terra Nova's pro forma liquidity, capital resources and equity and valuing <span class="xn-person">Terra Nova</span> on an ongoing basis as they reflect actual changes to cash and securities resulting from the Rights Offering and Third Distribution and expected changes to property, plant and equipment and securities resulting from Terra Nova's adoption of IFRS and the Proposed Fourth Distribution of KID shares.</p>
<pre>
</pre>
<p> </p>
<pre>
MASS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
June 30, 2010 and December 31, 2009
(U.S. Dollars in Thousands)
(unaudited)
</pre>
<p> </p>
<pre>
2010 2009
---- ----
ASSETS
Current Assets
Cash and cash
equivalents $235,312 $329,554
Securities 17,171 17,196
Restricted cash 2,125 2,466
Loan receivable 12,723 111
Trade and other
receivables 27,110 19,778
Inventories 50,759 46,197
Properties for sale 11,675 13,616
Tax receivables 1,747 3,138
Prepaid and other 17,935 5,211
------ -----
Total current assets 376,557 437,267
</pre>
<p> </p>
<p>Non-current Assets</p>
<p> </p>
<pre>
Restricted cash 28 29
Securities 13,421 5,880
Securities,
restricted - 9,357
Property, plant and
equipment 25,280 5,460
Investment property 35,595 41,290
Goodwill 4,793 5,657
Deferred tax assets 3,539 3,317
Equity method
investments 4,921 4,074
----- -----
Total non-current
assets 87,577 75,064
------ ------
</pre>
<p> </p>
<pre>
Total assets $464,134 $512,331
======== ========
</pre>
<p> </p>
<pre>
MASS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS (cont'd)
June 30, 2010 and December 31, 2009
(U.S. Dollars in Thousands)
(unaudited)
</pre>
<p> </p>
<pre>
2010 2009
---- ----
LIABILITIES
Current Liabilities
Financial liabilities, short-
term bank loans $102,978 $141,016
Trade and other payables and
accrued expenses 44,233 45,714
Provisions 1,090 959
Income tax liabilities 840 933
Long-term debt, current portion 1,921 16,071
----- ------
Total current liabilities 151,062 204,693
</pre>
<p> </p>
<p>Long-term liabilities</p>
<p> </p>
<pre>
Long-term debt, less current
portion 50,922 58,097
Financial liabilities - 9,357
Decommissioning and restoration
liabilities 972 -
Deferred tax liabilities 1,953 1,367
Note payable - 1,672
Other non-current liabilities 26,171 25,829
------ ------
Total long-term liabilities 80,018 96,322
------ ------
</pre>
<p> </p>
<p> Total Liabilities 231,080 301,015</p>
<p> </p>
<p> </p>
<p>EQUITY</p>
<p> </p>
<pre>
Shareholders' equity
Common stock, net 47,032 46,132
Equity component of convertible
debt 620 800
Other reserves (11,221) (3,073)
Retained earnings 178,931 166,461
------- -------
Total shareholders' equity 215,362 210,320
</pre>
<p> </p>
<pre>
Non-controlling interests 17,692 996
------ ---
Total Equity 233,054 211,316
------- -------
Total Liabilities and Equity $464,134 $512,331
======== ========
</pre>
<p> </p>
<pre>
MASS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
For Six Months Ended June 30, 2010 and 2009
(U.S. Dollars in Thousands, Except Per Share Amounts)
(unaudited)
</pre>
<p> </p>
<pre>
2010 2009
---- ----
Revenues from sales, services and
other $170,635 $161,457
Share of the results of associates
and joint ventures 3,066 1,898
----- -----
Total revenues 173,701 163,355
------- -------
Expenses
Cost of sales 139,907 124,577
General and administrative 13,767 14,884
Interest 4,787 4,920
Other 2,901 3,278
----- -----
161,362 147,659
------- -------
</pre>
<p> </p>
<p>Operating profit 12,339 15,696</p>
<p> </p>
<pre>
Other items:
Currency transaction gain (loss) 1,843 (3,836)
----- ------
</pre>
<p> </p>
<pre>
Income before extinguishment of
preferred share liability 14,182 11,860
Extinguishment of preferred share
liability - 49,142
--- ------
</pre>
<p> </p>
<pre>
Profit before income taxes 14,182 61,002
Provision for income taxes (805) (482)
---- ----
</pre>
<p> </p>
<pre>
Net income
$13,377 $60,520
======= =======
</pre>
<p> </p>
<p> </p>
<pre>
Attributable to:
Shareholders of Mass Financial
Corp. $12,470 $60,331
Non-controlling interests 907 189
--- ---
</pre>
<p> </p>
<pre>
$13,377 $60,520
======= =======
</pre>
<p> </p>
<pre>
Earnings per share
- basic $0.56 $2.97
===== =====
- diluted $0.48 $2.22
===== =====
</pre>
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Number of weighted average shares
outstanding, basic 22,244,083 20,333,696
Number of weighted average shares
outstanding, diluted 26,478,659 27,264,252
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MASS FINANCIAL CORP.
Financial Highlights
(U.S. Dollars in Thousands except per Share Data and Ratios)
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June 30, December 31,
2010 2009 2008 2007 2006
---- ---- ---- ---- ----
(Unaudited)
Cash $235,312 $329,554 $201,622 $183,903 $99,078
Securities 17,171 17,196 4,493 45,984 36,787
Current Assets 376,557 437,267 296,461 315,256 195,462
Total Assets 464,134 512,331 369,915 355,576 230,437
Current
Liabilities 151,062 204,693 117,763 143,324 91,280
Working
Capital 225,495 232,574 178,698 171,932 104,182
Current Ratio 2.49 2.14 2.52 2.20 2.14
Long-Term
Debt, less
current
portion 50,922 58,097 52,634 28,068 4,710
Long-Term
Debt-to-
Shareholders'
Equity 0.24 0.28 0.45 0.34 0.10
Total
Liabilities 231,080 301,015 252,381 272,859 183,491
Shareholders'
Equity 215,362 210,320 116,010 81,583 45,131
Return on
Shareholders'
Equity (1) n/a 65% 28% 107% (2) n/a
Equity Per
Common Share,
diluted 8.26 8.10 4.53 3.41 1.93
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(1) Not applicable - 6 months only
(2) 2006 was the first year based upon no common
shareholder value at December 31, 2005
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North America Contact: Rene Randall
Telephone:1 (604) 408 8538 Email: [email protected]
For further information: Rene Randall, North America, +1-604-408-8538, [email protected], for Mass Financial Corp. Web Site: http://www.massfinancialcorp.com
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