-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ni1RdW7wDdf+fcgICaBSDmsGFRGtX/ufsnXIMF8YJQbNLVl/kbwowaG2OITHcqqW W8fcvV1sF67lRoJWWtLfzg== 0001010549-05-000387.txt : 20050523 0001010549-05-000387.hdr.sgml : 20050523 20050523165053 ACCESSION NUMBER: 0001010549-05-000387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050523 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CabelTel International Corp CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 05851772 BUSINESS ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724078400 MAIL ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: GREENBRIAR CORP DATE OF NAME CHANGE: 19960514 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 8-K 1 cabeltel8k052305.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: May 23, 2005 (Date of Earliest Event Reported) CABELTEL INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 000-08187 75-2399477 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File No.) Identification No.) 1755 Wittington Place, Suite 340 Dallas, Texas 75234 (Address of principal executive offices) 972-407-8400 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02. Results of Operations and Financial Condition On May 23, 2005, CableTel International Corporation ("CIC" or the "Company") announced its operational results for the quarter ended March 31, 2005. A copy of the announcement is attached as Exhibit "99.1." The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit "99.1" attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished with this Report: Exhibit Designation Description of Exhibit 99.1* Press Release dated May 23, 2005. - ---------------------- *Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized. Dated: May 23, 2005. CABLETEL INTERNATIONAL CORPORATION By: /s/ Gene S. Bertcher ---------------------------------- Gene S. Bertcher, President and Chief Financial Officer EX-99.1 2 cabeltel8kex991052305.txt PRESS RELEASE DATED MAY 23, 2005 EXHIBIT 99.1 CabelTEL International Corporation CABELTEL INTERNATIONAL CORPORATION ANNOUNCES RESULTS FOR THE FIRST QUARTER OF 2005 FOR IMMEDIATE RELEASE Contact: Gene Bertcher Oscar Smith Phone: (972) 407-8400 Dallas, Texas, (Business Wire) May 23, 2005...CabelTel International Corporation (AMEX: GBR) announced today its operating results for the first quarter of 2005. Operating revenues for the quarter ending March 31, 2005 were $3,969,000 compared to $2,178,000 for the same quarter in 2004. The Company's net loss applicable to common shareholders for the same period was $504,000 compared to a loss of $577,000 for the same period in 2004. The loss per share for the period was $0.52 compared to a loss per share of $0.59 for the same quarter in 2004. On October 12, 2004 the Company acquired two privately-held U.S. Corporations in exchange for 31,500 shares of newly-designated Series J 2% Preferred Stock. The two U.S. corporations collectively own 100% of Tacaruna BV, a Netherlands company, which in turn directly and indirectly owns a combined 74.8% of CableTEL AD ("CableTEL"). CableTEL is a cable television operator in the Country of Bulgaria. At present CableTEL believes it is the largest cable television operator in Bulgaria and estimates that its cable subscribers represent approximately 11.5% of the market in Bulgaria. CableTEL also operates fixed voice telephony services and provides internet access data services, primarily in Bulgaria. While CabelTel International Corporation was the acquiring company, due to the relative values of the entities for reporting purposes the transaction was accounted for as a reverse acquisition. This means that CabelTel International Corporation is being accounted for as if it had been acquired by CableTEL AD. For that reason, in this quarter's Form 10-Q presentation, the Company's Income Statements for 2004 only represents the operations of CableTEL AD. The Income Statement for the first quarter of 2005 reflects the operations of CableTEL AD combined with CabelTel International Corporation. The Series J 2% Preferred Stock is not convertible to common stock. However, in accordance with certain terms of the acquisition agreement CabelTel International Corporation is required to seek shareholder approval of an exchange of the Series J 2% Preferred Stock for 8,788,000 shares of the Company's common stock. On a pro forma basis, including the 8,788,000 shares potentially to be issued, the net loss per common share for the quarter ending March 31, 2005 was $0.05 compared to a loss of $0.06 for the same quarter in 2004. "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Any of the matters and subject areas discussed in this press release that are not historical or current facts deal with potential future circumstances, operations, and prospects. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally and may also materially differ from CabelTEL International Corporation's actual future experience involving any one or more of such matters and subject areas relating to interest rate fluctuations, foreign currency fluctuations, ability to obtain adequate debit and equity financing, demand, pricing, competition, construction, licensing, permitting, construction delays on new developments, contractual and licensing matters and other delays on the disposition, transition, or restructuring of currently or previously owned, leased or managed investments in the Company's portfolio, and the ability of the Company to continue managing its costs and cash flow. CabelTel International Corporation has attempted to identify, in context, certain of the factors that the Company currently believes may cause actual future experience and results to differ from the Company's current expectations regarding the relevant matter or subject area. These and other risks and uncertainties are detailed in the Company's reports filed with the Securities and Exchange Commission (SEC), including CabelTel International Corporation's Annual Reports on form 10-K and Quarterly Reports on Form 10-Q.
CabelTel International Corporation Consolidated Balance Sheets (Amounts in thousands) March 31, December 31, Assets 2005 2004 (Unaudited) ------------ ------------ Current Assets Cash and cash equivalents $ 671 $ 1,352 Accounts receivable-trade 1,297 1,016 Inventory 179 1,166 Notes receivable 756 856 Assets held for sale 3,023 3,939 Other current assets, net 4,103 710 ------------ ------------ Total Current Assets 10,029 9,039 Property and equipment, at cost Land and improvements 2,114 2,114 Buildings and improvements 8,593 9,982 Equipment and furnishings 13,233 12,246 Assets under construction 10,523 11,571 Proven oil and gas properties (full cost method) 1,281 1,357 ------------ ------------ 35,744 37,270 Less accumulated depreciation, depletion and amortization (5,442) (5,172) ------------ ------------ 30,302 32,098 Goodwill 8,260 8,339 Other Assets 1,575 1,037 ------------ ------------ Total Assets $ 50,166 $ 50,513 ============ ============
CabelTel International Corporation Consolidated Balance Sheets - Continued (Amounts in thousands) March 31, December 31, Liabilities and Stockholders' Equity 2005 2004 (Unaudited) ------------ ------------ Current Liabilities Current maturities of long-term debt $ 10,892 $ 9,603 Accounts payable - trade 7,490 3,887 Accrued expenses 7,685 9,498 Other current liabilities 318 1,792 ------------ ------------ Total Current Liabilities 26,385 24,780 Long-term debt 19,200 20,263 Other long term liabilities 1,321 1,557 ------------ ------------ Total Liabilities 46,906 46,600 Minority Interest 2,930 2,954 Stockholders' Equity Preferred stock Series B 1 1 Preferred stock Series J 3,150 3,150 Common stock $.01 par value; authorized, 4,000,000 shares; shares issued and outstanding, 977,000 10 10 Additional paid-in capital 4 4 Accumulated other comprehensive income (loss) 889 1,014 Retained earnings (3,724) (3,220) 330 959 ------------ ------------ Total Liabilities & Stockholders' Equity $ 50,166 $ 50,513 ============ ============
CabelTel International Corporation Consolidated Statements of Operations (Amounts in thousands, except per share data) For The Three Month Period Ended March 31, 2005 2004 --------- --------- (Unaudited) Revenue Cable operations $ 2,405 $ 2,178 Real estate operations 1,150 -- Oil and gas operations 414 -- --------- --------- 3,969 2,178 --------- --------- Operating expenses Cable operation 1,872 1,249 Real estate operations 615 -- Oil and gas operations 267 -- Lease expense 575 195 Depreciation, depletion and amortization 558 604 Corporate, general and administrative 1,633 649 --------- --------- 5,520 2,697 --------- --------- Operating earnings (loss) (1,551) (519) Other income (expense) Interest income 40 3 Interest expense (827) (49) Loss on foreign exchange transactions, net (281) (54) Net gain on sale cable duct 1,843 -- Net (loss) on sale of assets (118) (223) Other 389 312 --------- --------- 1,046 (11) --------- --------- Earnings from continuing operations before Income taxes and minority interest (505) (530) Income tax (income) expense 14 (18) Minority interest (income) expense (15) 65 --------- --------- --------- --------- Net earnings (loss) from continuing operations (504) (577) --------- --------- Earnings per share - basic and diluted Net earnings (loss) per share $ (0.52) $ (0.59) In accordance with the provisions of the acquisition agreement the Company is required to seek shareholder approval permitting the Series J shareholders to exchange into 8,788,000 shares of the Company's common stock. The following pro forma earnings per share assume such exchange has occurred. Pro forma earnings per share - basic and diluted Net income (loss) $ (0.05) $ (0.06) Diluted weighted average common shares 9,766 9,766 -----END PRIVACY-ENHANCED MESSAGE-----