loss of $0.4 million). The contracts which are required to be marked to market have a fair value of a gain of $0.1 million, and have been recognized on the consolidated balance sheet as derivative instruments market valuation. The contracts which are not required to be marked to market in accordance with Generally Accepted Accounting Principles have a fair value of a loss of $0.1 million.
As a result of the rolling of foreign exchange forward contracts to June 30, 2006, Clairvest has realized and deferred to the consolidated balance sheet net exchange gains, net of the amortization of forward premiums or points, of $1.0 million.
11. CONTINGENCIES, COMMITMENTS AND GUARANTEES
(a) Clairvest has committed to co-invest alongside CEP in all investments undertaken by CEP. Clairvest's total co-investment commitment is $54.7 million, $13.5 million of which remains unfunded at September 30, 2006. Clairvest may only sell all or a portion of a corporate investment that is a joint investment with CEP if it, as manager of CEP, concurrently sells a proportionate number of securities of that corporate investment held by CEP. Included in the commitment to co-invest with CEP is a $5.0 million commitment to N-Brook, which is subject to N-Brook management achieving certain targets, and a $4.3 million commitment to Tsuu T'ina. Of these commitments, $3.2 million has been funded to N-Brook and $0.7 million has been funded to Tsuu T'ina at September 30, 2006.
(b) Clairvest has also committed to co-invest alongside CEP III in all investments undertaken by CEP III. Clairvest's total co-investment commitment is $60.0 million, $56.9 million of which remains unfunded at September 30, 2006. Clairvest may only sell all or a portion of a corporate investment that is a joint investment with CEP III if it, as manager of CEP III, concurrently sells a proportionate number of securities of that corporate investment held by CEP III.
© During the second quarter of fiscal 2007, Clairvest committed $25.0 million to Wellington Fund III, $3.0 million of which has been funded at September 30, 2006. As a result of the closing of Wellington Fund III, the unfunded capital commitments to Wellington Fund II can no longer be called. Clairvest has funded $12.4 million to Wellington Fund II at September 30, 2006.
(d) During fiscal 2003, Clairvest entered into an agreement to guarantee up to $7.0 million of CEP's obligations to the Toronto-Dominion Bank under CEP's foreign exchange forward contracts with the bank.
(e) Under Clairvest's Incentive Bonus Program, a bonus of 10% of after-tax cash realizations on Clairvest's corporate investments would be paid to management as a bonus. Amounts are accrued under this plan with respect to cash realizations made during the year. If Clairvest were to sell its corporate investments at their current fair values, a bonus of $3.6 million (2006 - $3.5 million) would be owing to management under the Incentive Bonus Program.
(f) Wholly-owned subsidiaries of Clairvest together with certain other unit holders (the "Unit Holders") currently hold 31% (32% upon the release of the escrowed units) of the outstanding units of Gateway Casinos Income Fund. The Unit Holders have agreed that they will take all necessary steps to collectively maintain a 20% ownership amongst the Unit Holders and in connection with any additional issue of units of Gateway Casinos Income Fund to ensure that their collective ownership of the Fund is maintained at 20% of the issued and outstanding units.
(g) During fiscal 2006, Clairvest, together with CEP and WarrenShepell management, purchased WarrenShepell. As part of the transaction, Clairvest guaranteed a $4.6 million note payable by WarrenShepell to the vendors, as well as interest payable on the note. The note is subject to claims Clairvest may have with respect to representations and warranties. Any amounts paid under the guarantee will result in additional equity ownership being granted to Clairvest and CEP, allocated 25% to Clairvest and 75% to CEP. CEP will reimburse Clairvest for 75% of any amounts paid under the guarantee. The guarantee expires on December 31, 2009. At September 30, 2006, the guarantee was $3.8 million.
(h) During the second quarter of fiscal 2007, Clairvest provided a US$3.5 million (CDN$3.9 million) letter of credit to the senior lenders of Winters Bros. in support of their credit facility. Any amounts paid under the letter of credit will result in additional equity ownership being granted to Clairvest and CEP, allocated 25% to Clairvest and 75% to CEP. CEP will reimburse Clairvest for 75% of any amounts paid under the letter of credit. The letter of credit expires on August 31, 2007.
(i) During fiscal 2006, Clairvest and Clairvest Group International (Netherlands) B.V. ("B.V.") sold their interests in Signature Security Group Holdings Pty Limited ("Signature") and Equity SPV Pty Limited ("SPV") as part of a sale of 100% of Signature and SPV. Subject to a number of conditions, Clairvest and B. V. may be entitled to receive over time up to an additional AUS$2.1 million (CDN$1.7 million) currently being held in escrow. This amount has not been reflected on the balance sheet. As part of the transaction, B. V. has indemnified the purchaser for various claims up to the entire AUS$35.5 million (CDN$29.5 million) combined proceeds and escrowed amounts. The amount indemnified will reduce over time.
(j) In the first quarter of fiscal 2007, Clairvest recorded a $10.0 million impairment charge on a loan of $10.0 million Clairvest made to an unrelated party as the loan may be unrecoverable. The loan was advanced in two tranches of $5 million in each of December 2005 and May 2006 and was collateralized by treasury bills deposited with a Canadian bank-owned brokerage firm. The loan is in default and Clairvest has learned that the collateral arrangements required for the loan have been mishandled by one or more third parties. Clairvest is investigating the circumstances of the default and the mishandling of the collateral arrangements and is pursuing all avenues to recover the funds. Any amounts recovered will be booked in the period of recovery.
12. SUBSEQUENT EVENTS
The trading prices of Gateway Income Fund and Voxcom Income Fund decreased subsequent to quarter end, following the announcement by the Federal government of the proposed changes to the taxation of income trusts. Gateway Income Fund closed at $15.25 and Voxcom Income Fund at $9.13 on November 10, 2006, the combined impact of which would be a decrease in Clairvest's corporate investments of $10.0 million, and an increase in future tax asset of $1.5 million.
13. COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS
The comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the September 30, 2006 consolidated financial statements.
Contacts: Clairvest Group Inc. Lana Reiken Chief Financial Officer and Corporate Secretary (416) 925-9270 (416) 925-5753 (FAX) Website: www.clairvest.com
SOURCE: Clairvest Group Inc.
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