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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F
[ ] Registration Statement pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
[ X ] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year ended December 31, 2002
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-31384
BELL CANADA INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
CANADA
(Jurisdiction of incorporation or organization)
1000 De La Gauchetiere Street West, Suite 1200
Montreal, Quebec, Canada
H3B 4Y8
(514) 392-2384
(Address and telephone number of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Act"):
Title of each class Name of each exchange on which registered
None None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
Common Shares, without par value The Toronto Stock Exchange and
The Nasdaq National Market
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
40,000,000 Common Shares, without par value, as of December 31, 2002
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FORM 20-F
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes___X____ No________
Indicate by check mark which financial statement item the Registrant has
elected to follow:
Item 17_____ Item 18__X___
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FORM 20-F
2
TABLE OF CONTENTS
GLOSSARY ................................................................5
EXPLANATORY NOTES..............................................................8
FORWARD-LOOKING STATEMENTS.....................................................8
EXCHANGE RATE INFORMATION......................................................9
PART I ......................................................................10
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS......10
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE..................10
ITEM 3: KEY INFORMATION..........................................10
A. Selected Financial Data............................10
B. Capitalization and Indebtedness....................12
C. Reasons for the Offer and Use of Proceeds..........12
D. Risk Factors.......................................12
ITEM 4: INFORMATION ABOUT THE CORPORATION........................12
A. History and Development of the Corporation.........12
B. Business Overview..................................22
C. Organizational Structure...........................23
D. Property, Plants and Equipment.....................27
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS.............28
A. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................28
B. Research and Development.............................44
C. Trend Information....................................44
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES...............44
A. Directors and Senior Management....................44
B. Compensation.......................................49
C. Board Practices....................................54
D. Employees..........................................56
E. Share Ownership....................................56
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS........56
A. Major Shareholders.................................56
B. Related Party Transactions.........................56
ITEM 8: FINANCIAL INFORMATION....................................58
A. Financial Information..............................58
B. Legal Proceedings..................................58
ITEM 9: THE OFFER AND LISTING....................................59
A. Offer and Listing Details..........................59
B. Plan of Distribution...............................61
C. Markets............................................61
D. Selling Shareholders...............................61
E. Dilution...........................................62
F. Expenses of the Issue..............................62
ITEM 10: ADDITIONAL INFORMATION...................................62
A. Share Capital......................................62
B. Articles of the Corporation........................62
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C. Material Contracts.................................63
D. Exchange Controls..................................64
E. Taxation...........................................64
F. Dividends and Paying Agents........................67
G. Statements by Experts..............................67
H. Documents on Display...............................67
I. Subsidiary Information..............................67
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK..............................................68
ITEM 12: DESCRIPTION OF SECURITIES TO BE REGISTERED...............69
PART II ....................................................................69
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..........69
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF
SECURITY HOLDERS AND USE OF PROCEEDS.....................69
ITEM 15: CONTROLS AND PROCEDURES..................................69
A. Evaluation of Disclosure Controls and Procedures.....69
B. Changes in Internal Controls.........................69
ITEM 16: RESERVED.................................................69
PART III ....................................................................69
ITEM 17: FINANCIAL STATEMENTS.....................................69
ITEM 18: FINANCIAL STATEMENTS.....................................70
ITEM 19: EXHIBITS.................................................70
EXHIBIT INDEX................................................................118
SIGNATURES...................................................................119
CERTIFICATIONS...............................................................120
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FORM 20-F
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GLOSSARY
B-Band: A sub-band allocated to one wireless operator. The sum of these
sub-bands constitutes the "band" allocated for a wireless service.
ADSL or Asymmetric Digital Subscriber Line: Modems attached to telcos'
twisted pair copper plant enabling the transmission of data along the telephony
signals, reaching full duplex speeds of up to 8.2 Mbps downstream (to the
subscriber) and up to 640 Kbps upstream, depending on line distance.
Analog: A transmission method employing a continuous (rather than pulsed or
digital) signal that varies in amplitude or frequency in direct response to
changes in sound impressed on a transducer in the sending device. Derived from
the word "analogous", the signal being transmitted - voice, video or image - is
"analogous" to the original signal.
Band: A range of frequencies in the same spectrum.
Base Station: The central radio transmitter/receiver that maintains
communications with mobile radiotelephone sets within a given range.
CDMA or Code Division Multiple Access: A digital wireless transmission
technology used in cellular telephone communications, personal communications
services and other wireless communications systems. CDMA is a spread spectrum
technology in which calls are assigned a pseudo-random code to encode digital
bit streams. The coded signals are then transmitted over the air on a frequency
between the end user and a cell site, where they are processed by a base
station. CDMA allows more than one wireless user to simultaneously occupy a
single radio frequency band with reduced interference, where each user uses its
own particular code.
Cellular Network: A wireless telecommunications system based on a grid of
cells which enables the reuse of the available radio spectrum many times in one
network. Each cell contains transmitters, receivers and antennae, and is
connected to switching control equipment.
Channel: A pathway for the transmission of information between a sending
point and a receiving point.
CLEC or Competitive Local Exchange Carrier: Competitors to incumbent
telecommunications companies (ILEC) for access and service in the same
territory.
Digital: A method of storing, processing and transmitting information
through the use of distinct electronic or optical pulses that represent the
binary digits 0 and 1. Digital transmission and switching technologies employ a
sequence of discrete, distinct pulses to represent information, as opposed to
the continuously variable analog signal. Digital transmission offers a clearer
signal, virtually immune to the problems that plague analog modulation such as
fading and static noise. CDMA, TDMA and GSM are examples of digital standards.
Frequency: The number of cycles per second, measured in Hertz, of a periodic
oscillation or wave in radio wave propagation.
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FORM 20-F
5
GHz or Gigahertz: A unit of measure of frequency; one GHz is equal to one
billion cycles per second.
GSM or Global System for Mobile Communications: The global system for mobile
communications. GSM is an example of a TDMA system.
Interconnection: Any variety of arrangements that permit the connection of
telecommunications equipment to a common carrier network, such as a public
switched telephone network, and which defines the terms of revenue-sharing.
Terms of interconnection are either negotiated between the network operators or
imposed by regulatory authorities.
ISP or Internet Service Provider: A vendor who provides access for
customers to the Internet and the World Wide Web.
Kbps (kilobits per second): A unit of measure of transmission speed; one
Kbps is equal to one thousand bits per second.
LMDS or Local Multipoint Distribution Service (Broadband Wireless): Digital
wireless service, usually in the 24-52 GHz range, which can transmit large
quantities of high resolution voice, data and video signals into the home.
Broadband connectivity is a usual attribute of such a system and an essential
element for interactive multimedia applications.
Mbps (megabits per second): A unit of measure of transmission speed; one
Mbps is equal to one million bits per second.
MHz or Megahertz: A unit of measure of frequency; one MHz is equal to one
million cycles per second.
Microwave: The radio band transmission between 300 MHz and 32 GHz.
Pay Television: Any television service supported by subscriber fees, as
distinguished from services supported by advertising.
PCS or Personal Communications Services: Cellular-like services provided at
the 2 GHz band of the radio spectrum rather than 800 MHz. A type of wireless
telephone system that uses light, inexpensive handheld sets and communicates via
low power antennas.
Penetration: An operator's subscribers within a defined area divided by the
number of homes passed for cable television within that area.
POP: A population equivalent where one person equals one POP.
Proportionate POPs: A population figure adjusted for a company's percentage
of ownership in each of its licensed operations.
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FORM 20-F
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Roaming: A service offered by mobile communications network operators which
allows a subscriber to use his or her handset while in the service area of
another carrier. Roaming requires an agreement between operators of different
networks to permit customers of either operator to access the other's network.
Spectrum: The range of electromagnetic frequencies available for use.
TDMA or Time Division Multiple Access: A type of multiplexing that combines
data streams by assigning each stream a different time slot in a set. TDMA
repeatedly transmits a fixed sequence of time slots over a single transmission
channel. GSM, PCS-1900 and D-AMPS are examples of wireless TDMA systems.
VOIP or Voice-over Internet protocol: An application that permits the
transmission of voice across a packet-switched data network via the Internet
Protocol (IP). IP telephony treats voice as another form of data and makes
better use of the available bandwidth. As a result, VOIP networks carry voice
traffic at a lower cost than a switched-circuit telephone network.
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FORM 20-F
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EXPLANATORY NOTES
In this annual report, the terms "Corporation" and "BCI" mean Bell Canada
International Inc., a Canadian corporation, and includes, unless the context
otherwise requires, all companies in which the Corporation holds an ownership
interest, directly or indirectly. The term "BCE" means BCE Inc. and the term
"BCE Group" means BCE and its subsidiaries.
As at December 31, 2002, the companies in which BCI holds a material
economic interest include: Canbras Communications Corp. ("Canbras") and Axtel
S.A. de C.V. ("Axtel"). BCI also has interests in Genesis Telecom, C.A.
("Genesis") and Vesper S.A., Vesper Sao Paulo S.A. and Vento Ltda.
(collectively, the "Vespers"). For accounting purposes, as at December 31, 2002,
Canbras and Axtel are recorded under "Investments" on the balance sheet at the
lower of carrying value and estimated net realizable value and their operating
results are not reflected in BCI's consolidated statements of earnings. BCI's
investments in Genesis and the Vespers have been previously written off.
Certain terms used herein are defined in the glossary found at pages 5 to 7
of this annual report or elsewhere herein. In this annual report, unless
otherwise indicated or unless the context otherwise requires, all dollar amounts
are expressed in Canadian dollars, all references to "US$" are to U.S. dollars.
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains statements that constitute
forward-looking statements within the meaning of the U.S. federal securities
laws under "Item 3: Key Information", "Item 4: Information about the
Corporation" and "Item 5: Operating and Financial Review and Prospects". The
words "estimate", "project", "plan", "expect", "believe" and similar expressions
are intended to identify forward-looking statements. These statements are based
on certain assumptions made by the Corporation. However, whether actual results
and developments will conform with the Corporation's expectations and
predictions is subject to a number of risks and uncertainties, including the
factors set forth in other filings with the Canadian securities commissions and
the United States Securities and Exchange Commission (the "SEC") and the risk
factors found under "Item 5: Operating and Financial Review and Prospects -
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors" and "- Statement of Net Assets" of this annual
report. These risk factors, among others, in some cases have affected and in the
future could affect the Corporation's financial performance and actual results
and could cause actual results to differ materially from those projected results
expressed in any such forward-looking statements. Consequently, all of the
forward-looking statements made in this annual report are qualified by these
cautionary statements. In addition, BCI may, from time to time, make oral
forward-looking statements. United States securities laws provide a safe harbour
from liability with respect to oral forward-looking statements if certain
conditions are satisfied, including if the oral forward-looking statements are
accompanied by an oral statement that additional information concerning factors
that could cause actual results to materially differ from those in the oral
forward-looking statements is contained in a written document filed with the
SEC. To take advantage of the safe harbour with respect to oral forward-looking
statements that BCI may make from time to time, you will find under "Item 5:
Operating and Financial Review and Prospects - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors" and "-
Statement of Net Assets" a list of risk factors which could cause actual results
of BCI to materially differ from those in the oral forward-looking statements.
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FORM 20-F
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The Corporation disclaims any obligation to update or revise any oral or
written forward-looking statements whether as a result of new information,
future events or otherwise.
EXCHANGE RATE INFORMATION
The following table reflects the low and high rates of exchange for one U.S.
dollar expressed in Canadian dollars in effect during the periods noted, the
rates of exchange at the end of such periods and the average of the exchange
rates on the last day of each month during such periods, based on the average
noon buying rate in New York City for cable transfers payable in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New
York (the "Noon Buying Rate").
Years ended December 31,
Annual Rates 2002 2001 2000 1999 1998
- ------------ ---- ---- ---- ---- ----
Cdn$ Cdn$ Cdn$ Cdn$ Cdn$
Low for the period............................. 1.5108 1.4933 1.4350 1.4440 1.4075
High for the period............................ 1.6128 1.6023 1.5600 1.5302 1.5770
Rate at end of the period...................... 1.5800 1.5925 1.4995 1.4440 1.5375
Average rates.................................. 1.5704 1.5487 1.4855 1.4858 1.4836
Monthly Rates Low for the period High for the period
- ------------- ------------------ -------------------
Cdn$ Cdn$
November 2002.................................. 1.5528 1.5903
December 2002.................................. 1.5478 1.5800
January 2003................................... 1.5220 1.5750
February 2003.................................. 1.4880 1.5315
March 2003..................................... 1.4659 1.4905
April 2003..................................... 1.4336 1.4843
On April 30, 2003, the Noon Buying Rate was $1.4336 per US$1.00.
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FORM 20-F
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PART I
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS
Not applicable.
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3: KEY INFORMATION
A. Selected Financial Data
The selected consolidated financial information for the Corporation
presented below has been derived from the Corporation's audited consolidated
financial statements. This information should be read in conjunction with "Item
5: Operating and Financial Review and Prospects - Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and notes thereto in "Item 18: Financial Statements".
The Corporation's audited consolidated financial statements are prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"), which differ in certain material respects from accounting principles
generally accepted in the United States ("US GAAP"). See note 29 of the
Corporation's audited consolidated financial statements appearing under the
heading "Item 18: Financial Statements", which provides a summary of material
differences between Canadian GAAP and US GAAP and other US GAAP disclosures.
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FORM 20-F
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For the Fiscal Years Ended December 31,
-----------------------------------------------------------
2002 2001 2000
---------------- --------------- -----------------
(in thousands of dollars, except per share data)
Amounts under Canadian GAAP
Income Statement Data:
Revenues $ 231,639 $ 373,929 $ 74,871
Cost of sales 101,472 176,987 48,837
Selling, general and administrative expenses 77,993 139,316 71,384
Depreciation and amortization 72,885 192,782 26,455
---------------- --------------- -----------------
Operating loss from continuing operations (20,711) (135,156) (71,805)
Foreign exchange (loss) gain (64,504) (69,532) 40,162
Interest expense (121,900) (228,387) (93,246)
Loss on investments (412,226) (157,626) (105,175)
Other income 1,714 40,671 6,647
---------------- --------------- -----------------
Loss from continuing operations before
income taxes and non-controlling interest (617,627) (550,030) (223,417)
Non-controlling interest 5,274 24,561 (800)
---------------- --------------- -----------------
Net loss from continuing operations (612,353) (525,469) (224,217)
Discontinued operations 652,374 220,022 407,703
---------------- --------------- -----------------
Net earnings (loss) 40,021 (305,447) 183,486
Interest on convertible debentures (3,233) (28,144) (27,483)
---------------- --------------- -----------------
Net earnings (loss) applicable to common shares $ 36,788 $ (333,591) $ 156,003
================ =============== =================
Net earnings (loss) per common share - basic $ 1.05 $ (506.21) $ 237.09
================ =============== =================
Net earnings (loss) per common share - diluted $ 1.05 $ (506.21) $ 225.41
================ =============== =================
Other Financial Data:
Dividends declared per common share $ -- $ -- $ --
Cash (used for) provided by continuing operations (74,407) (28,274) 25,363
Capital expenditures 41,189 102,609 36,650
Amounts under US GAAP(1)
Income Statement Data:
Revenues $ 231,639 $ 373,929 $ 74,871
Net earnings (loss) applicable to common shares (454,260) (220,279) 53,589
Net earnings (loss) per common share - basic (15.03) (334.26) 81.44
Net earnings (loss) per common share - diluted (15.03) (334.26) 80.95
Balance Sheet Data:
Cash and cash equivalents $ 2,617 $ 378,204 $ 123,680
Working capital (deficiency) 397,210 (1,443,562) (198,790)
Fixed assets, net 168 1,185,460 1,261,168
Total assets 447,232 4,754,783 4,269,119
Total long-term debt(2) 160,000 2,201,253 1,637,269
Non-controlling interest -- 98,397 30,530
Stated capital and contributed surplus 1,951,560 846,101 845,536
Shareholders' equity (deficit):
Canadian GAAP 263,928 338,518 446,783
US GAAP(1) 221,428 (270,771) (204,681)
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(1) As a result of the adoption of the Plan of Arrangement (see "Item 4:
Information about the Corporation - History and Development of the
Corporation - Plan of Arrangement"), the Corporation adopted the
liquidation basis of accounting under US GAAP effective July 1, 2002.
This basis of accounting is considered appropriate when, amongst other
things, steps are underway to liquidate the Corporation and the net
realizable value of assets is reasonably determinable. Accordingly, the
income statement data presented under US GAAP is for the 181-day period
from January 1, 2002 until June 30, 2002. Under US GAAP, a consolidated
statement of net assets is presented as at December 31, 2002 and a
statement of changes in net assets is presented for the 184 days ended
December 31, 2002. Under Canadian GAAP, a consolidated balance sheet is
presented as at December 31, 2002 and statement of earnings is presented
for the year ended December 31, 2002.
(2) Total long-term debt includes long-term debt and current portion of
long-term debt.
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FORM 20-F
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B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
See "Item 5: Operating and Financial Review and Prospects - Management's
Discussion and Analysis of Financial Condition and Results of Operations - Risk
Factors" and "- Statement of Net Assets" for a description of risk factors.
ITEM 4: INFORMATION ABOUT THE CORPORATION
A. History and Development of the Corporation
General
The Corporation was incorporated under the name 139125 Canada Inc. under the
Canada Business Corporations Act on January 18, 1985, and did not carry on any
substantial operations until September 1997. The Corporation's articles were
then amended on September 4, 1997 to change its name to "Bell Canada
International Inc." The Corporation's parent company, a wholly-owned subsidiary
of BCE, concurrently amended its articles to change its name to BCI Telecom
Holding Inc. ("BTH"). On September 28, 1997, the Corporation acquired all of the
direct and indirect interests of BTH in its telecommunications operating
companies and development projects in emerging markets and other related assets.
On October 6, 1997, BCI completed an initial public offering of common shares,
with BCE, through BTH, retaining a 73.7% interest in BCI. On December 1, 1998,
3499201 Canada Inc., a wholly-owned subsidiary of BCE, acquired from BTH its
interest in the Corporation and, on December 31, 1998, BTH was wound-up into
BCE. In connection with the Corporation's Plan of Arrangement (as defined
below), the Corporation filed articles of arrangement on July 17, 2002.
As at December 31, 2002 and April 30, 2003, BCE held directly and indirectly
a 62.2% interest in the Corporation.
The head office of the Corporation is located at 1000 De La Gauchetiere
Street West, Suite 1200, Montreal, Quebec, Canada, H3B 4Y8 and the telephone
number is (514) 392-2384.
Plan of Arrangement
The Corporation is currently operating under a court supervised plan of
arrangement (the "Plan of Arrangement"), which was approved by the Ontario
Superior Court of Justice (the "Court") on July 17, 2002. Pursuant to the Plan
of Arrangement, the Corporation is actively seeking to dispose of its remaining
assets, including its interests in Canbras and Axtel (see "Item 4: Information
about the Corporation - Organizational Structure"). The Corporation intends to
monetize its assets in an orderly fashion and resolve any outstanding claims
against it in an expeditious manner with the ultimate objective of distributing
the net proceeds to its shareholders and dissolving the Corporation with the
assistance of Ernst & Young Inc., the monitor appointed by the Court under the
Plan of Arrangement (the "Monitor"), and the approval of the Court.
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FORM 20-F
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As a result of the Plan of Arrangement, the operations of the Corporation
are limited to the execution of the Plan of Arrangement, pursuant to which BCI:
o concluded the sale of its interest in Telecom Americas Ltd. ("Telecom
Americas");
o will proceed with the disposition of its remaining assets in an
orderly fashion with the assistance of the Monitor and under the
supervision of the Court;
o will seek resolution, with the assistance of the Monitor, of
outstanding claims against BCI in order to make final distributions
to its shareholders; and
o following the final distribution to its shareholders and the
determination and adjudication of all claims against BCI, will
proceed to the dissolution of the Corporation.
On December 2, 2002, the Court approved a claims identification process for
BCI. The claims identification process establishes a procedure by which all
claims against BCI will be identified within a specified period. This period
will begin following the Court's decision with respect to the certification as a
class action of a lawsuit filed by a BCI shareholder, which certification
decision is expected in the second quarter of 2003 (see "Item 8: Financial
Information - Legal Proceedings"). Following the period for the identification
of claims, which is expected to be completed in the second half of 2003, it is
expected that the Court, upon the Monitor's advice, will make further orders
with respect to the timing, determination and resolution of the identified
claims.
As at April 30, 2003, subject to the resolution of certain contingent claims
against BCI, cash and cash equivalents, and temporary investments, together with
the anticipated proceeds from the disposition of Canbras, BCI would likely be
able to repay its creditors and make a distribution to its shareholders. See
note 25 of the Corporation's audited consolidated financial statements appearing
under the heading "Item 18: Financial Statements".
On March 27, 2003, BCI announced that Axtel is proceeding with a series of
transactions pursuant to which Axtel debt will be reduced by US$400 million.
These restructuring transactions include a capital call on shareholders in which
BCI is not participating that will result in a reduction of BCI's equity
interest in Axtel to 1.5%. In connection with the restructuring, which also
includes a settlement of all amounts under a BCI service agreement with Axtel,
BCI will receive at closing cash of approximately US$2.7 million and
non-interest-bearing notes receivable with a total face value of approximately
US$12.9 million. Approximately US$3.5 million of the notes receivable from Axtel
will be payable in instalments on June 30, September 30 and December 31 of 2003,
and approximately US$9.4 million of the notes receivable will be payable in the
second quarter of 2006.
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FORM 20-F
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Following BCI's announcement early in 2002 of its intention to dispose of
its interest in Canbras, Canbras, with the assistance of its financial advisor,
commenced a process aimed at gauging potential interest by third parties in
acquiring all of Canbras' broadband communications businesses in Brazil. This
process is ongoing and while a number of parties have showed interest in
Canbras, valuation and financing issues could make it difficult to obtain an
offer on acceptable terms, and there can be no assurance as to the outcome of
the sale process.
In addition, Canbras' sale process may be negatively affected by Canbras'
severe liquidity challenges in 2003 and 2004. Currently, the most pressing
liquidity challenge facing Canbras is the inability of Canbras' primary
subsidiary, Canbras TVA, to repay a US$9.25 million obligation under its credit
facility due in mid-May 2003 that would result in an acceleration of the entire
amount (US$18.5 million) of the indebtedness under the facility. Canbras is
currently engaged in discussions with its bank lenders and the partner in
Canbras TVA, and progress has been made with regard to a potential restructuring
of the debt that could avoid a payment default by Canbras TVA this May and that
would be based on a business plan that could enable Canbras to continue in
operation for 2003 and beyond. Canbras is cautiously optimistic that all parties
will reach an acceptable agreement with the intention of addressing the various
liquidity challenges facing Canbras.
If a favourable outcome is achieved with respect to Canbras TVA's
obligations under its credit facility, it is possible that prior to completing a
disposition of its interest in Canbras, BCI may consider making further minor
investments in Canbras. Any decisions BCI takes with regard to further
investments in Canbras will depend on whether BCI believes such investments will
enhance the value and the liquidity of its interest in Canbras and will further
be subject to the Monitor's review and Court approval.
BCI expects that a preliminary distribution to shareholders may be possible
in the second half of 2004. This timing is dependent on the resolution of BCI's
major contingent liabilities, in particular the class action lawsuits by certain
former holders of BCI's convertible debentures and by a common shareholder (see
"Item 8: Financial Information - Legal Proceedings"). However, various factors
such as appeals of court decisions could delay this timing by several months.
If BCI is successful in making a preliminary distribution to the
shareholders in the second half of 2004, the Corporation may make further
distributions to shareholders at later dates. The timing of such further
distributions will depend on when BCI is able to monetize all of its remaining
assets and resolve all claims against the Corporation.
Historical Overview
Pre-Telecom Americas
In October 1997, the Corporation completed an initial public offering (the
"IPO") of 18,000,000 common shares, raising aggregate gross proceeds of
approximately $466 million. At the time of the IPO, the Corporation had wireless
and cable television operations in Latin America and the Asia-Pacific region.
Its operations included: (i) Comcel Comunicacion Celular S.A. - Comcel S.A.
("Comcel") in Colombia; (ii) Americel S.A. ("Americel") and Canbras in Brazil;
(iii) Tata Communications Limited (subsequently renamed Tata Cellular Limited)
("Tata") in India; (iv) Yantai Bell Telecommunications Engineering Company, Ltd.
("Yantai Bell") and Shandong Hehua Bell Telecommunications Engineering Company,
Ltd. ("Shandong Bell") in China; and (v) KG Telecommunications Co. Ltd. ("KG
Telecom") in Taiwan.
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FORM 20-F
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Following the IPO, the Corporation continued its business of owning,
developing and operating advanced communications companies outside of Canada,
with a focus on the wireless sector. During the course of 1998 and 1999, BCI
held interests in telecommunications companies located in Brazil, Venezuela,
Korea, Taiwan, China and India.
The Corporation subsequently adopted a new strategy with the primary
objective of becoming a player of consequence in Latin America by aggressively
pursuing and securing new broadband, Internet and mobile wireless opportunities
in Latin America. As part of its new strategy, the Corporation divested of its
following interests in the Asia-Pacific region:
o In December 1999, the Corporation, through its joint venture
investees, Yantai Bell, Shandong Bell and Shandong Renwa Bell
Telecommunications Engineering Company, Ltd., sold its mobile
cellular network in China for proceeds of approximately $85.15
million resulting in a gain of $10 million net of the
non-controlling interest share of $9.6 million and income
taxes of approximately $6.6 million;
o On January 19, 2001, BCI received gross proceeds in the amount
of $39.6 million relating to the 1999 disposition of the
Corporation's 39% interest in Tata in India, resulting in a
net gain of $41.3 million;
o On July 26, 2000, BCI sold its 21% stake in the Korean PCS
provider, Hansol M.com Co. Ltd. ("Hansol"). BCI received gross
proceeds of $1.47 billion. The net proceeds amounted to $1.34
billion resulting in a net gain of $1.07 billion. The proceeds
were comprised of $367 million in cash and $564 million in
promissory notes and shares of SK Telecom Co. Ltd. ("SK
Telecom"), Korea's largest wireless operator. The non-cash
proceeds were ultimately disposed of for an aggregate net loss
of $146.9 million; and
o On February 23, 2001, BCI sold its 20% minority interest in KG
Telecom in Taiwan, generating gross proceeds to the
Corporation of approximately $785 million, resulting in a net
gain of $502.1 million.
To fund its new strategy, BCI also sought to sell its interest in the
Vespers. On September 25, 2000, BCI signed a definitive agreement to sell its
interest in the Vespers to Velocom Inc. ("Velocom") for gross proceeds of US$875
million, consisting of US$600 million in cash and US$275 million in promissory
notes. The agreement was subject to the parties obtaining regulatory and other
consents, and Velocom securing necessary financing. Velocom failed to conclude
the necessary financing by the date specified in the agreement and the agreement
was, therefore, terminated in February 2001. BCI does not expect to recover any
value from its investment in the Vespers, and wrote off as of September 30,
2001, as part of discontinued operations, the entire carrying value of its $86
million investment.
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FORM 20-F
15
Telecom Americas
Formation of Telecom Americas
Telecom Americas was formed as a joint venture by BCI, America Movil S.A. de
C.V. ("America Movil") of Mexico and SBC International, Inc. ("SBC") of the
United States on November 16, 2000 as a vehicle to expand their collective
presence within the Latin American telecommunications market. Upon the formation
of the joint venture, the Corporation and America Movil each held a 44.3%
interest in Telecom Americas, while SBC held an 11.4% interest.
The initial capitalization of Telecom Americas was approximately US$4
billion, including US$2,137 million in cash and cash commitments from BCI and
America Movil. BCI, America Movil and SBC each contributed to Telecom Americas
the following:
o America Movil contributed its indirect economic interest in
ATL - Algar Telecom Leste S.A. ("ATL"), as well as promissory
notes of US$1,007.5 million, cash of US$164.95 million and a
commitment to contribute its ownership interests in Techtel -
LMDS Comunicaciones Interativas S.A. ("Techtel") and Telstar
S.A.;
o BCI contributed all of its indirect economic interests in
Telet S.A. ("Telet"), Americel, Canbras, Genesis,
Comunicaciones 2163, C.A., Comcel and Occidente y Caribe
Celular S.A. - Occel S.A., as well as promissory notes of
US$389.14 million and special notes of US$575 million; and
o SBC contributed all of its indirect economic interest in ATL.
Significant Events
Acquisition of Tess. On April 9, 2001, Telecom Americas acquired a 100%
economic interest in Tess S.A. ("Tess"), one of the two B-Band cellular
operators in the Brazilian state of Sao Paulo (excluding the metropolitan region
of Sao Paulo). Under the terms of the acquisition agreement, and in accordance
with the regulations governing ownership of the B-Band licenses, a majority of
the voting rights continued to be held by the vendors. The aggregate
consideration paid for Tess of US$950 million consisted of US$318.7 million in
cash and US$631.3 million in notes payable (the "Tess Notes"), which had an
estimated fair value of US$571.3 million, resulting in an effective purchase
price of approximately US$890 million. Each of BCI and America Movil guaranteed
the Tess Notes for US$315.6 million. The Tess Notes were payable in three equal
instalments on the first, second and third anniversaries of the closing. The
Tess Notes guaranteed by BCI were purchased in the fourth quarter of 2001 by
affiliates of America Movil. As part of this transaction, the original Tess
Notes were redeemed and new notes, transferable in accordance with Rule 144A of
the U.S. Securities Act of 1933, as amended, were issued. The new Tess Notes
guaranteed by BCI bore interest at an average rate of 3.62%, payable
semi-annually.
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FORM 20-F
16
Increased Interest in ATL. On March 27, 2001, Telecom Americas invested
US$300 million in ATL, a B-Band concessionaire in the states of Rio de Janeiro
and Espirito Santo in Brazil, increasing its total economic interest from 50% to
59%. As a result of this transaction, BCI indirectly invested approximately
$207.9 million and increased its effective economic interest in ATL from 22.1%
to 26.1%.
Increased Interests in Telet and Americel. In a series of transactions in
2001 and early 2002 with a group of Brazilian pension and investment funds and
Telesystem International Wireless Inc., Telecom Americas increased its indirect
economic interest in each of Telet and Americel to approximately 78%. The
remaining economic interests continued to be held by the Brazilian development
bank, BNDES Participacoes S.A. - BNDESPAR, a wholly owned subsidiary of Banco
Nacional de Desenvolvimento Economico e Social (18%) and a group of Brazilian
pension and investment funds (4%).
Recent Developments - 2002 and 2003
On December 3, 2001, BCI announced two transactions, a recapitalization plan
and a reorganization that were designed to address the Corporation's short-term
funding requirements to March 2003.
Recapitalization Transactions
On February 15, 2002, the Corporation completed a series of transactions
(the "Recapitalization Transactions") undertaken to improve the financial
condition of the Corporation, and more specifically to (i) address a liquidity
shortfall relating to the settlement of the Corporation's short-term financial
obligations; (ii) ensure that certain indebtedness of the Corporation was not
accelerated; and (iii) better position the Corporation and its shareholders to
benefit in any future recovery in the values of Latin American
telecommunications companies. The Recapitalization Transactions consisted of the
following:
o The issuance of 2,988,986,201 common shares at $0.147288 per
share pursuant to a rights offering with gross proceeds to BCI
of $440,241,800 (the "Rights Offering"). The Rights Offering
was made to holders of BCI's common shares with public
shareholders exercising more than 42% of the rights offered to
them ($49 million), while BCE exercised all of the rights
issued to it as well as all of the remaining rights not
exercised by the public ($391 million);
Participants in the Rights Offering also received an
anti-dilutive secondary warrant. The secondary warrants, which
were non-transferable, entitled the holder thereof to acquire
a certain number of additional BCI common shares, for no
additional consideration, in the event that the Corporation
issued common shares, under certain conditions, to affiliates
of American International Group, Inc. ("AIG") upon the
exercise by AIG of a put option (the "Put Option"). On July
12, 2002, the affiliates of AIG sold the shares subject to the
Put Option, triggering the termination of the Put Option
pursuant to the terms of a put option agreement dated December
10, 1998, as well as the automatic cancellation of the
secondary warrants;
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FORM 20-F
17
o The issuance of 1,457,938,474 common shares at $0.27436 per
share in settlement of the principal amount owing under BCI's
$250 million of 6.75% convertible unsecured subordinated
debentures due February 15, 2002 and $150 million of 6.50%
convertible unsecured subordinated debentures due February 15,
2002 (collectively, the "1999 Debentures") in accordance with
the terms of the indentures governing the 1999 Debentures, and
the payment in cash of approximately $40 million in accrued
interest on the 1999 Debentures on February 15, 2002;
o The issuance of 271,365,570 common shares at $0.2888 per share
pursuant to the conversion on February 15, 2002 of the
principal amount and accrued interest owing under a $75
million loan granted by BCE to BCI in September 2001 (the "BCE
Loan") in accordance with its terms; and
o An agreement to amend and restate the Corporation's syndicated
senior secured credit facility (the "Credit Facility") entered
into on September 17, 2001, with a group of lenders, extending
the maturity date of the Credit Facility to March 8, 2003, and
reducing the principal to $230 million.
Proceeds of the Rights Offering were used to (i) repay approximately $170
million of the outstanding indebtedness under the Credit Facility; (ii) make a
capital contribution to Telecom Americas to allow Telecom Americas to pay the
first instalment on the new Tess Notes guaranteed by BCI in an amount of
approximately $186 million; and (iii) pay accrued interest owed to holders of
the 1999 Debentures in the amount of $40 million. The balance of the Rights
Offering proceeds, approximately $35 million, was used for general corporate and
investment purposes.
On March 8, 2002, BCI concluded the amendment and restatement of the Credit
Facility whereby (i) the maturity date was extended to March 8, 2003; (ii) the
principal was reduced from $400 million to $230 million; and (iii) BCI pledged
its shares in Canbras to secure the repayment of the Credit Facility. The Credit
Facility was repaid in full and permanently cancelled upon the sale of Telecom
Americas on July 24, 2002.
Reorganization
On February 8, 2002, the Corporation completed a reorganization (the
"Reorganization") of Telecom Americas with its partners, America Movil and SBC,
pursuant to which the parties reorganized the assets of Telecom Americas through
certain asset transfers and arranged for certain funding commitments. Following
the closing of the Reorganization, the operations of Telecom Americas were
focused exclusively on the Brazilian mobile wireless market.
The Reorganization gave effect to the following asset transfers:
o Telecom Americas transferred its 77.1% indirect interest in Comcel to
America Movil;
o America Movil transferred US$80 million in cash and its 41% indirect
interest in ATL to Telecom Americas;
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FORM 20-F
18
o Telecom Americas distributed its 75.6% indirect interest in Canbras
to BCI;
o Telecom Americas distributed its 59.1% interest in Genesis equally to
BCI and America Movil; and
o Telecom Americas transferred its 60% indirect interest in Techtel to
America Movil.
The Reorganization addressed, in part, the funding requirements of Telecom
Americas' operating companies by reducing the aggregate level of debt and by
extending the average life of some of its existing debt.
In conjunction with the Reorganization, Telecom Americas secured capital
contributions from its principal shareholders, America Movil and BCI, in the
amount of US$240 million. Additional capital resources in the amount of US$120
million were committed in the form of a shareholder loan repayable in June 2004
in common shares of Telecom Americas.
On April 19, 2002, a private investor purchased US$300 million of
non-redeemable convertible preferred shares in Telecom Americas. This
transaction reduced BCI's interest in Telecom Americas from approximately 42% to
approximately 39%. The proceeds of the transaction were used to retire debt.
Sale of Telecom Americas
In the second quarter of 2002, a major default by another leading Brazilian
telecommunications company, together with growing economic uncertainties in
Brazil, caused Telecom Americas' bank lenders to demand immediate and
substantial reductions in Telecom Americas' short-term debt. Given BCI's
inability to contribute additional funding to Telecom Americas and facing
significant dilution in its interest, BCI determined that its best course of
action was to negotiate a sale of its interest in Telecom Americas.
On June 3, 2002, the Corporation announced that it had reached a definitive
agreement for the sale of its 42% interest (39% giving effect to the conversion
of preferred shares held by a financial investor) in Telecom Americas to America
Movil for approximately US$366 million. Prior to the closing of the transaction,
America Movil provided new funding to Telecom Americas pursuant to which it
obtained effective control of Telecom Americas. The Corporation concluded the
sale on July 24, 2002, pursuant to the terms of the Plan of Arrangement.
The principal terms of the Telecom Americas disposition were as follows:
o Payment by America Movil of US$146 million in cash and a
US$220 million non-interest bearing unsecured promissory note
due on March 1, 2003 (the "AMX Note"); and
o Release of BCI from approximately US$250 million of guarantees
relating to Telecom Americas (i.e., the guarantees of the
notes issued by Telecom Americas as part of the consideration
to acquire Tess and certain indemnification obligations to SBC
with respect to ATL guarantees).
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FORM 20-F
19
On July 25, 2002, BCI purchased a foreign currency option (the "FX Option")
to protect against adverse currency fluctuation related to the AMX Note. The FX
Option ensured that the proceeds from the AMX Note would be converted into
Canadian dollars at an exchange rate of not less than $1.5530 per US$1.00.
On September 26, 2002, America Movil repurchased US$50 million of the AMX
Note. Proceeds to the Corporation were US$47.4 million, net of a discount for
early prepayment. In connection with the repurchase, the Corporation sold a
US$50 million portion of the FX Option.
On March 3, 2003, the Corporation announced that it had received payment of
the remaining balance of US$170 million due under the AMX Note. These proceeds
represent the final payment on the sale of BCI's interest in Telecom Americas on
July 24, 2002. Upon the exercise of the FX Option, BCI received approximately
$264 million as a result of this final payment, whereas under the prevailing
currency exchange on March 3, 2003, BCI would have received approximately $252
million.
Plan of Arrangement
BCI is currently operating under the Plan of Arrangement, which was approved
by BCI's shareholders and the holders of BCI's 11% senior unsecured notes issued
on September 29, 1999 (the "High Yield Notes") on July 12, 2002, and by the
Court on July 17, 2002. Pursuant to the Plan of Arrangement, the Corporation
intends to monetize its assets in an orderly fashion and resolve outstanding
claims against it in an expeditious manner with the ultimate objective of
distributing the net proceeds to its shareholders and dissolving the
Corporation.
Under the terms of the Plan of Arrangement, the operations of the
Corporation consist solely of executing the steps contemplated in the Plan of
Arrangement with the assistance of the Monitor (see "Item 4: Information about
the Corporation - History and Development of the Corporation - Plan of
Arrangement").
Following the approval of the Plan of Arrangement by the shareholders and
noteholders on July 12, 2002, the Corporation closed the sale of its interest in
Telecom Americas, and proceeded to effect the consolidation of its outstanding
common shares such that, following the consolidation, the Corporation has 40
million common shares outstanding. BCI's common shares commenced trading on a
post-consolidation basis on The Toronto Stock Exchange (the "TSX") and The
Nasdaq National Market ("Nasdaq") on July 22, 2002.
Vespers Restructuring
In November 2001, various shareholders of the Vespers completed a financial
restructuring that resulted in a dilution of BCI's interest in the Vespers to
1.4% on a fully-diluted basis. Under the terms of the restructuring, BCI agreed
to guarantee 31.4% of the principal amount of certain indebtedness of the
Vespers, up to a maximum amount of US$32.3 million. Twenty-five percent of the
debt guaranteed is due in November 2004 and the remaining 75% is due in November
2005. In January 2003, the Vespers prepaid a portion of the debt and following
such prepayment, BCI's exposure was approximately US$20.8 million (based on an
exchange rate of R$3.36 to US$1.00 at that date). BCI's guarantee exposure will
fluctuate if there are further reductions in the debt based on the value of the
Brazilian real relative to the U.S. dollar at the time of such reductions,
subject to the cap of US$32.3 million. The Vespers' majority shareholder
QUALCOMM Incorporated ("Qualcomm") has recently expressed disappointment with
the Brazilian regulator's denial of the Vespers' request to provide full
mobility service within its existing frequency band. As a result, Qualcomm has
initiated steps to pursue a sale or other disposition of its interest in the
Vespers and/or its assets. Based on information available as at April 30, 2003,
BCI believes that there is no reason to conclude that the guaranteed debt will
not be paid in full. As a result, no provision for the Vesper guarantees has
been included in the financial statements.
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FORM 20-F
20
Axtel Reorganization
On March 27, 2003, BCI announced that Axtel is proceeding with a series of
transactions pursuant to which Axtel debt will be reduced by US$400 million.
These restructuring transactions include a capital call on shareholders in which
BCI is not participating that will result in a reduction of BCI's equity
interest in Axtel to 1.5%. In connection with these restructuring transactions,
which also includes a settlement of all amounts under a BCI service agreement
with Axtel, BCI will receive at closing cash of approximately US$2.7 million and
non-interest bearing notes receivable with a total face value of approximately
US$12.9 million. Approximately US$3.5 million of the notes receivable from Axtel
will be payable in instalments on June 30, September 30 and December 31 of 2003,
and approximately US$9.4 million of the notes receivable will be payable in the
second quarter of 2006.
Status of Canbras Disposition
Following BCI's announcement early in 2002 of its intention to dispose of
its interest in Canbras, Canbras, with the assistance of its financial advisor,
commenced a process aimed at gauging potential interest by third parties in
acquiring all of Canbras' broadband communications businesses in Brazil. This
process is ongoing and while a number of parties have showed interest in
Canbras, valuation and financing issues could make it difficult to obtain an
offer on acceptable terms, and there can be no assurance as to the outcome of
the sale process.
In addition, Canbras' sale process may be negatively affected by Canbras'
severe liquidity challenges in 2003 and 2004. Currently, the most pressing
liquidity challenge facing Canbras is the inability of Canbras' primary
subsidiary, Canbras TVA, to repay a US$9.25 million obligation under its credit
facility due in mid-May 2003 that would result in an acceleration of the entire
amount (US$18.5 million) of the indebtedness under the facility. Canbras is
currently engaged in discussions with its bank lenders and the partner in
Canbras TVA, and progress has been made with regard to a potential restructuring
of the debt that could avoid a payment default by Canbras TVA this May and that
would be based on a business plan that could enable Canbras to continue in
operation for 2003 and beyond. Canbras is cautiously optimistic that all parties
will reach an acceptable agreement with the intention of addressing the various
liquidity challenges facing Canbras.
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FORM 20-F
21
If a favourable outcome is achieved with respect to Canbras TVA's
obligations under its credit facility, it is possible that prior to completing a
disposition of its interest in Canbras, BCI may consider making further minor
investments in Canbras. Any decisions BCI takes with regard to further
investments in Canbras will depend on whether BCI believes such investments will
enhance the value and the liquidity of its interest in Canbras and will further
be subject to the Monitor's review and Court approval.
B. Business Overview
General
With the adoption of the Plan of Arrangement (see "Item 4: Information about
the Corporation - History and Development of the Corporation - Plan of
Arrangement") and the sale of Telecom Americas (see "Item 4: Information about
the Corporation - History and Development of the Corporation - Recent
Developments - 2002 and 2003 - Sale of Telecom Americas"), the Corporation's
only remaining significant operations are now accounted for as long-term
investments recorded at the lower of carrying value and net realizable value,
and which consist of the following:
o the Corporation's broadband operations in Brazil carried on by
Canbras in which it has an approximate 75.6% equity interest,
and consisting primarily of broadband cable television
services including pay television, high-speed Internet access
and wholesale data transport services; and
o the Corporation's CLEC operations in Mexico including fixed
telephony and value-added services carried on by Axtel in
which it currently has a 30.0% equity interest (see "Item 4:
Information about the Corporation - History and Development of
the Corporation - Recent Developments - 2002 and 2003 - Axtel
Reorganization").
The Corporation also continues to have an equity interest in the following
companies, although it has written off the value of such interests in the
financial statements and expects to receive no value upon the eventual
disposition of such interests:
o the Corporation's broadband operations carried on by Genesis in
Venezuela in which it has an approximate 49.9% equity interest; and
o the Corporation's fixed telephony operations and value-added
services carried on by the Vespers in Brazil in which it has
an approximate 1.4% equity interest.
On a consolidated basis, as at December 31, 2002, BCI had revenues of $231.6
million, total assets of $447.2 million and long-term debt (including the
current portion) of $160 million.
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FORM 20-F
22
C. Organizational Structure
The following table summarizes BCI's long-term investments and provides
certain information relating thereto as at December 31, 2002(1):
Equity
Company (Country) Operations Interest(2)
Axtel (Mexico) Fixed wireless 27.7%(3)
Canbras (Brazil) Broadband 75.6%
cable and ISP
(1) The table omits certain intermediate levels of holding companies as
well as inactive companies, the assets of which are not material.
(2) Figures represent BCI's direct and indirect economic interests in its
operations. The table excludes investments previously written off, i.e.
the Vespers (1.4% fully diluted) and Genesis (49.9%).
(3) As of January 1, 2003, pursuant to an existing shareholders' agreement,
BCI acquired shares in Axtel increasing its interest in Axtel to 30.0%
(see "Item 4: Information about the Corporation - History and Development
of the Corporation - Recent Developments - 2002 and 2003 - Axtel
Reorganization").
Investment Companies
The following is a brief description of the business activities carried on
by the Corporation's remaining significant investments as at December 31, 2002,
Canbras and Axtel.
CANBRAS, Brazil (cable television)
Overview. On February 8, 2002, Telecom Americas transferred its 75.6%
indirect interest in Canbras to BCI. Canbras' broadband operations in Brazil
consist primarily of broadband cable television, high-speed Internet access,
Internet Service Provider ("ISP") and data transport services. Canbras has
developed and operated facilities-based broadband communications systems in
Brazil since October 1994 with the acquisition of an interest in ten undeveloped
broadband cable licenses covering areas in greater metropolitan Sao Paulo and
surrounding coastal areas in Sao Paulo State. Canbras has 619 employees and is a
Canadian public company listed on the TSX.
Canbras offers its services in two geographic regions in Brazil: (i) the
metropolitan region of greater Sao Paulo and several nearby cities in the
coastal area of Sao Paulo state; and (ii) four cities in the southern state of
Parana. Canbras' equity share of cable television subscribers as at December 31,
2002 was 128,439 (191,443 on a consolidated basis).
Services. Canbras offers varying cable television programming packages and
rate structures, depending on the licensed area being served. Canbras obtains
its programming principally through three sources: (i) directly from national
and international distributors; (ii) through "umbrella" contracts with operating
partners; and (iii) through purchasing co-operatives. Canbras has offered
high-speed local Internet access under varying data rate and price packages for
residential and corporate customers since early 2000, linking customers to the
ISP of their choice. The high-speed local Internet access service offered by
Canbras requires the use of a cable modem that may be purchased or rented from
Canbras. In the first half of 2002, Canbras obtained new "Multimedia
Communications Services" licenses which allow it to offer Internet access as a
stand-alone service, and with these licenses, it is not required to bundle
Internet access services with cable television services.
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FORM 20-F
23
In addition, in mid-2000, Canbras launched its own ISP service under the
banner Canbras Net aimed at providing connectivity to the Internet, e-commerce
and business-to-business Internet solutions for small to medium-sized
businesses. In mid-2002, Canbras Net entered into a strategic, sales and
marketing agreement with Universo Online S.A. ("UOL"), Brazil's largest
fee-based ISP. Under this agreement, all of Canbras Net's residential ISP
customer contracts (approximately 10,000) will be transferred to UOL, while
Canbras will retain these customers as cable and Internet access subscribers.
The process was substantially completed by year-end 2002. Under the agreement,
Canbras and UOL will share in the ISP revenues generated by these customers over
the next three years. In addition, Canbras Net and UOL are jointly marketing
Canbras Net's high-speed Internet access product with UOL's products to new
residential customers.
Canbras has also been providing wholesale data transport services since
1997, allowing its customers to establish central office to central office links
and central office to end-customer links. In response to growing demand for
local loop connectivity, Canbras has expanded its service to include value-added
integrated data transport solutions. As at December 31, 2002, Canbras provided
wholesale data services to 12 telecommunications clients and had installed 384
circuits to its client end users.
Network. Canbras designed and built a technologically advanced network that
uses a hybrid fiber-optic and coaxial cable design together with advanced
electronics. Substantially all of its customers are serviced by either a 550 MHz
or 750 MHz network. As at December 31, 2002, Canbras' network included
approximately 4,158 kilometres of fiber-optic and coaxial cable passing
approximately 871,528 homes in all of its franchise areas. Using its original
ten licenses in the Sao Paulo area, Canbras designed and constructed a network
to provide a highly reliable, cost-effective cable television service with the
flexibility to be upgraded to provide bi-directional broadband services with
only minimal additional capital investment. All new construction undertaken in
the balance of Canbras' Sao Paulo area was bi-directional from the outset. By
the end of the first quarter of 2002, 100% of the network in the Sao Paulo area
was bi-directional. In the Parana area, Canbras acquired an existing network
that was designed to address the original service needs in that area. The Parana
network, which is mostly 450 MHz capacity, is not bi-directional. Canbras is not
currently planning upgrades to this network.
Regulatory Environment. According to Brazilian regulations, the concession
for the rendering of cable television services shall only be granted to legal
entities of a private nature, which must have (i) the rendering of cable
television services as their main objective; (ii) head offices in Brazil; and
(iii) at least 51% of the voting capital held by native-born or naturalized
Brazilian citizens or a legal entity controlled by native-born or naturalized
Brazilian citizens. Legislation adopted in 1999 created an "open network model"
which demands separation of the operations of a traffic carrier and those of an
ISP. As a result, ISP services may not be provided through the same legal entity
that is providing cable television services. In addition, these regulations
reinforce the principle that cable television networks are public networks and
that cable operators must provide equal access to all ISPs who request the use
of a cable system operator's network. Regulations for the concession for the
rendering of Multimedia Communications Services allow Internet access to be
provided as a stand-alone service without the requirement of bundling Internet
service with cable television services.
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FORM 20-F
24
License. Canbras has 26 broadband cable concessions, renewable for periods
of 15 years, covering a population of approximately 7.8 million people residing
in approximately 2.2 million homes. Canbras' core franchise area consists of
territories covered by 22 licenses clustered in the suburban area of the
metropolitan region of greater Sao Paulo, which is one of Brazil's wealthiest
regions, and surrounding coastal regions in the state of Sao Paulo. Canbras also
has four concessions through which it provides cable television services in four
cities in the adjoining state of Parana. As of December 31, 2002, Canbras
offered cable television services in 19 of its licensed areas and had achieved a
penetration rate of approximately 22.3% in its Sao Paulo franchise area and
19.5% in its Parana franchise area.
Partners. Canbras' major partners include Abril S.A., one of Latin America's
largest magazine publishers, and its majority-owned subsidiary, Tevecap S.A.,
one of Brazil's leading pay television providers. In accordance with applicable
foreign ownership rules, Canbras' Brazilian partners hold at least 51% of the
voting interests in Canbras' broadband cable license operating companies.
Competition. Although Canbras remains the sole provider of wireline cable
television services in all but one of its licensed areas, Canbras competes with
providers of pay television services using MMDS (wireless cable) and DBS (direct
broadcast satellite) systems, as well as providers of off-air broadcast
television in all of its service areas except Santos. Canbras is also the sole
provider of Internet services using a broadband cable network in all but one of
its licensed areas. Canbras' major competitor in providing high-speed Internet
access service in all of its licensed areas is the incumbent local exchange
operator, Telefonica, which uses ADSL technology to deliver high bandwidth
information over its fixed-line telephony network. Canbras also competes with
wireless technology operators, MMDS operators using return frequencies and, in
the city of Santos, with Net. The high growth potential in the Brazilian
Internet market has resulted in significant competition among ISPs in Brazil.
Some of the leading ISPs in Brazil are: AOL Brazil, a joint venture between
America Online Inc. and the Cisneros Group of Venezuela; UOL, which is
controlled by two Brazilian publishing groups, Abril S.A. (the controlling
shareholder of the company's partner in Canbras TVA) and Folha de Sao Paulo
S.A.; and Terra Networks S.A., which is owned by Telefonica. Canbras competes
against both regional and national ISPs.
AXTEL, Mexico (telephony)
Principal Markets. As at December 31, 2002, the Corporation held a 27.7%
economic interest in Axtel. Pursuant to an existing shareholders' agreement, BCI
acquired shares in Axtel for no consideration, increasing its interest in Axtel
to 30.0% as at January 1, 2003. Axtel launched its commercial operations in June
1999 in the city of Monterrey. Axtel's network currently covers over 10 million
people in six of the largest metropolitan areas in Mexico (Mexico City,
Monterrey, Guadalajara, Puebla, Toluca and Leon) representing approximately 10%
of the total population of Mexico. The target markets are medium to high-end
residential and all business segments. Acquisition mix is managed to ensure the
best return on investment. As at December 31, 2002, Axtel had approximately
2,125 employees.
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FORM 20-F
25
Existing Services. Axtel currently provides bundled local and long distance
voice services, as well as data and Internet services. Axtel's strategy is to
capture the voice market opportunity on a data enabled network and to position
itself for future growth opportunities in data and Internet services. Axtel
continues to expand its portfolio of products and services to generate
profitable growth opportunities and to ensure a competitive position in the
delivery of private line and broadband services.
Existing Network and Development Plan. Axtel provides its services using a
hybrid local access network designed to optimize capital expenditures through
the deployment of network access equipment based on specific customer
requirements. Axtel's current network access options include fixed wireless
access, point-to-multipoint, point-to-point, high quality copper and
metropolitan fibre. Fixed wireless access is provided through an infrastructure
of 205 base stations in the six cities served. This same infrastructure allows
for the build out of point-to-point and point-to-multipoint technologies to
optimize investments relative to the segments being served.
As of December 31, 2002, Axtel is fully operational in a total of six cities
representing 27% of Mexico's population and over 50% of the total
telecommunications market in terms of subscribers.
Partners. In addition to the Corporation's 27.7% economic interest in Axtel
as at December 31, 2002, the remaining equity interest of Axtel is owned by
Telinor Telefonia S.A. de C.V. and WorldTel Mexico Telecom Ltd., a company held
by a number of multinational financial investors.
Regulatory Environment. The Mexican telecommunications industry is regulated
by the Comision Federal de Telecomunicaciones ("Cofetel") with respect to
administrative and operational matters. Under applicable Mexican
telecommunications laws, a maximum of 49% direct foreign ownership of a
licensee's voting capital is allowed. Tariffs are not regulated although certain
restrictions apply to dominant service providers.
License and Interconnection. Axtel was granted a concession to install,
operate and exploit a public telecommunications network for the offering of
local and long distance services in Mexico in June 1996 (the "Network
Concession"). The Network Concession was awarded to Axtel at no cost. It has a
term of 30 years and, subject to the satisfaction of certain conditions, is
renewable for additional 30-year periods.
In 1998, Axtel was awarded various concessions for the use, profit and
exploitation of frequency bands for nationwide point-to-multipoint access,
point-to-point access and transport, and local telephony using fixed wireless
technology (collectively, the "Spectrum Concessions").
In October 1998, Axtel was awarded radio frequency spectrum to provide
nationwide local telephony services using fixed wireless access technology (the
"Nationwide Concession"). Axtel paid a license fee of 569.66 million Mexican
Pesos ($86.7 million) for the Nationwide Concession (representing approximately
$0.77 per POP as prescribed under the auction rules), which was paid by Axtel in
two instalments.
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FORM 20-F
26
Axtel's spectrum assets currently include:
o 50 MHz of 3.4 GHz frequency - supporting Fixed Wireless Access
o 60 MHz of 10.5 GHz frequency - supporting Point-to-Multipoint
o 112 MHz of 15 GHz frequency - supporting PTP Backhaul
o 100 MHz of 23 GHz frequency - supporting Point-to-Point Last Mile Access
The Spectrum Concessions and the Nationwide Concession each have a term of
20 years and may be renewed at the option of Axtel for additional 20-year
periods provided that Axtel is in compliance with all of its obligations
thereunder and that an agreement is reached on the new conditions set forth by
the Secreteria de Comunicaciones y Transportes, which may include fees payable
for the relevant renewal periods.
Applicable Mexican laws provide that all holders of concessions for the
installation, operation and exploitation of public telecommunications networks
are required to provide interconnection services to other holders of public
telecommunications network concessions. All terms of interconnection are
negotiated between the telecommunications concessionaires under Cofetel's
supervision. In the event that the telecommunications concessionaires are unable
to agree on the terms of interconnection (including rates) after a certain
period of negotiation, either concessionaire may request that Cofetel settle any
unresolved interconnection terms.
An agreement between Axtel and Telmex covering the period from March 15,
1999 to September 15, 2002 and setting forth the terms, conditions and pricing
for interconnection was signed on March 3, 1999. Axtel and Telmex are presently
negotiating a new contract that will incorporate local and long distance
services. Terms and conditions of the previous contract are still in force. The
contract contemplates an "ongoing application clause" and will be extended
automatically until both parties decide to execute a new interconnection
agreement or if any party loses its concessions. The contract includes
provisions relating to local switched interconnection, local non-switched
interconnection, signalling, co-location and local transiting. In addition,
Axtel has reciprocal mobile interconnection agreements in place with all
cellular providers within each of its local coverage areas, as well as long
distance interconnection agreements with Telmex, Grupo Iusacell, Protel and
Alestra.
Competition. Four companies have won fixed wireless access spectrum.
However, only Axtel and the incumbent Telmex are currently using their
respective licenses. In addition, cable television operators in Mexico have
rolled out high-speed Internet capabilities through their networks and are also
expected to enter the telephony market.
D. Property, Plants and Equipment
The Corporation leases approximately 36,000 square feet of office space in
Montreal, Quebec. The current annual gross rent is approximately $1.1 million
and the lease expires on October 31, 2003.
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FORM 20-F
27
The Corporation's companies either own or lease their respective office
space and transmission sites in the countries where they operate.
BCI does not own any plants or equipment.
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A") for the Corporation for the year 2002 should be read in
conjunction with BCI's audited consolidated financial statements for the year
ended December 31, 2002 including related notes thereto.
Other than incorporating the requirements of the SEC with respect to the use
of non-GAAP financial measures (such as EBITDA as defined below) and the
disclosure of critical accounting policies, this MD&A is substantially unchanged
from the MD&A included in the Corporation's annual report to shareholders.
Any reference in this section to "EBITDA" for BCI means operating earnings
(loss) from continuing operations before depreciation and amortization. EBITDA
is a widely used measure of cash operating earnings before financing charges and
income taxes. EBITDA does not have any standardized meaning prescribed by
generally accepted accounting principles and the Corporation's measurement of
EBITDA may not be comparable to similar measures presented by other companies.
Overview
BCI is operating under the Plan of Arrangement approved by the Court,
pursuant to which it intends to monetize its assets in an orderly fashion and
resolve outstanding claims against it in an expeditious manner with the ultimate
objective of distributing the net proceeds to its shareholders and dissolving
the Corporation. Although BCI estimates that a preliminary distribution to
shareholders could be made in the second half of 2004, such distribution may be
delayed (see "Item 5: Operating and Financial Review and Prospects -
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors - Timing of Distributions and Completion of the Plan
of Arrangement").
Under the Plan of Arrangement, the operations of the Corporation consist
solely of executing the steps contemplated in the Plan of Arrangement (see note
1 to the financial statements) with the assistance the Monitor.
Following the agreement announced on June 3, 2002 whereby BCI agreed to sell
its interest in Telecom Americas (see note 7 to the financial statements), since
July 1, 2002 the consolidated statements of earnings and cash flows of BCI have
reflected only its activities as a holding company.
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FORM 20-F
28
Accordingly, in order to provide relevant information, this section focuses
principally on an analysis of BCI's balance sheet presented in the form of a
statement of net assets at December 31, 2002, and discussion of the possible
future events and contingencies that could cause net assets to change and
consequently affect the amounts which would be available for distribution to
shareholders.
A review of the consolidated results of operations of BCI for 2002 compared
to 2001 and for 2001 compared to 2000 is included in this section for statutory
reporting purposes only.
Critical Accounting Policies
Long-term Investments
As at June 30, 2002, as a result of its decision to sell its interest in
Telecom Americas and the adoption of the Plan of Arrangement, BCI changed the
basis of presentation of its discontinued operations, comprised of Canbras and
Axtel. Previously, such discontinued operations were presented on the balance
sheet on a line by line basis, reflecting the consolidation basis of accounting
and the proportionate basis of accounting, respectively. As of June 30, 2002
such operations were classified as long-term investments and recorded at the
lower of carrying value and net realizable value.
Management's best estimate of the net realizable value of Canbras and Axtel
is dependent on many factors, many of which are outside of its control. As a
result, the actual amount BCI ultimately realizes may be materially different
than the amounts at which they are currently recorded. The factors influencing
management's best estimate of net realizable value include the timing of BCI's
disposition of its interest in each of these companies; the political, economic
and financial conditions currently prevailing in Brazil and Mexico; the weakness
of the Brazilian real relative to the Canadian dollar; and Axtel's debt
restructuring discussions.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly-liquid investments with an
initial maturity of three months or less at the date of acquisition.
Temporary Investments
Temporary investments consist of investment grade bonds and commercial paper
with an initial maturity date greater than three months at the date of
acquisition which the Corporation intends to hold to maturity. The temporary
investments are carried at cost with discounts or premiums arising on purchase
amortized to maturity.
Statement of Net Assets
The table below summarizes the consolidated balance sheet of the Corporation
as at December 31, 2002 in the form of a statement of net assets. The only
difference between the consolidated balance sheet and the statement of net
assets is the inclusion of estimated future costs of $42.5 million until
December 31, 2004 (being the end of the six-month period during which the
Corporation estimates it may be in a position to make a preliminary distribution
to shareholders).
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FORM 20-F
29
Statement of Net Assets
as at December 31, 2002
(in thousands of Canadian dollars)
Assets
Cash and cash equivalents $ 2,617
Temporary investments 146,488
Note receivable 268,532
Other current assets 2,877
----------
Total current assets 420,514
Long-term investments 25,000
Deferred charges and net fixed assets 1,718
----------
Total assets $ 447,232
----------
Liabilities
Accounts payable and accrued liabilities 23,304
Debt due September 29, 2004 160,000
----------
Total liabilities $ 183,304
----------
Net assets as at December 31, 2002 263,928
Estimated future costs until December 31, 2004 42,500
----------
Estimated future net assets as at December 31, 2004 (1) $ 221,428
==========
(1) Before contingencies - see note 25 to the financial statements.
The accompanying audited consolidated financial statements which form the
basis of the summarized statement of net assets shown above, have been prepared
in accordance with Canadian GAAP (see "Item 18: Financial Statements").
The principal current assets of the Corporation as at December 31, 2002 were
cash and temporary investments and the AMX Note which was repaid in cash on
March 3, 2003 (see note 31 to the financial statements).
As at December 31, 2002, the Corporation's investments in Axtel and Canbras
were recorded at their aggregate net realizable value of $25 million. During the
course of 2002, the Corporation recorded the following write-downs: at June 30,
2002, an aggregate amount of $108.6 million; and, at December 31, 2002, a
further aggregate amount of $71.6 million.
Accounts payable and accrued liabilities of $23.3 million are primarily
comprised of employee-related accruals, such as pension and severance costs,
typical of a company in a wind-down process, as well as accrued interest on
long-term debt and accounts payable and other accruals.
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FORM 20-F
30
The Corporation's long-term debt of $160 million is comprised of the High
Yield Notes due September 29, 2004. Subject to the approval of the Court, and
subject to the terms and conditions of their governing indenture, the High Yield
Notes could be redeemed prior to their stated maturity date (see note 14(a) to
the financial statements).
The expected future costs from January 1, 2003 until December 31, 2004,
shown in the statement of net assets, include estimated operating costs of
approximately $20.2 million, interest expense on the High Yield Notes of
approximately $32.2 million, estimated interest income on cash balances of
approximately $19.2 million and foreign exchange losses (including net foreign
exchange losses on the AMX Note until March 3, 2003) of approximately $9.3
million.
In accordance with Canadian GAAP, contingent liabilities are not included on
a balance sheet unless the event giving rise to the liability is likely and the
amount of the liability can be reasonably estimated. BCI has several such
contingent liabilities, which are described in note 25 to the financial
statements.
In light of the foregoing, there are certain possible future events and
circumstances that may result in changes to BCI's balance sheet and the
statement of net assets after December 31, 2002 and consequently in the amounts
which will be available for distribution to BCI's shareholders. The following is
a discussion of such possible future events and circumstances.
1) Realization of Investments in Axtel and Canbras
As at December 31, 2002, the investments in Axtel and Canbras were carried
at their estimated aggregate net realizable value of $25 million.
The aggregate amount that BCI may actually realize upon disposition of these
investments may be more or less than this amount.
Axtel
On March 27, 2003, BCI announced that Axtel is proceeding with a series of
transactions pursuant to which Axtel's debt will be reduced by US$400 million.
These restructuring transactions include a capital call on shareholders, in
which BCI is not participating, which will result in a reduction of BCI's equity
interest in Axtel to 1.5%.
In connection with the restructuring, which also includes a settlement of
all obligations under a BCI service agreement with Axtel, BCI will receive at
closing approximately US$2.7 million in cash and non-interest-bearing notes with
a total face value of approximately US$12.9 million.
Approximately US$3.5 million of the notes will be payable in instalments on
June 30, September 30 and December 31 of 2003 and will be recorded at a fair
value equal to their face value. Approximately US$9.4 million of the notes will
be payable in the second quarter of 2006 and will be recorded at zero fair
value. BCI's residual equity interest in Axtel will also be recorded at zero
fair value.
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FORM 20-F
31
Canbras
Following BCI's announcement early in 2002 of its intention to dispose of
its interest in Canbras, Canbras, with the assistance of its financial advisor,
commenced a process aimed at gauging potential interest by third parties in
acquiring all of Canbras' broadband communications businesses in Brazil.
In 2002, Canbras' revenues were $62 million, an increase of $6 million, or
11%, relative to 2001. This growth was achieved despite a devaluation in the
Brazilian real compared to the Canadian dollar of 20%. EBITDA (as computed in
the table below) in 2002 was $12 million up from nil in 2001.
(in millions of Canadian
dollars)
Fiscal Years Ended December 31,
2002 2001
---- ----
Operating loss from continuing operations, $ (12.7) $ (21.2)
per consolidated statement of earnings
Depreciation and amortization 25.1 21.6
-------------- ------------
EBITDA $ 12.4 $ 0.4
============== ============
As at December 31, 2002, Canbras had US$18.5 million (approximately $29
million) of debt outstanding under a credit facility with several financial
institutions. Existing cash and cash generated from operations are not expected
to be sufficient to meet US$9.25 million (approximately $14.6 million) in
principal repayment obligations due in May 2003, and Canbras faces the
possibility of a payment default which could result in an acceleration of the
entire amount of indebtedness under the facility. In addition, Canbras does not
expect to generate sufficient cash from operations to meet projected corporate
overhead and certain other operating expenses for 2004. Canbras' sale process
may be negatively affected by this liquidity situation.
If a favourable outcome is achieved with respect to Canbras' obligations
under its credit facility, it is possible that prior to completing a disposition
of its interest in Canbras, BCI may consider making further investments in
Canbras. Whether or not BCI makes such investments may affect the value that BCI
will realize upon the ultimate disposition of its interest in Canbras. Any
decisions BCI takes with regard to further investments in Canbras will be
subject to the Monitor's review and Court approval.
2) Class Action Proceeding against the Corporation on Behalf of Former Debenture
Holders
As explained in note 25(c) to the financial statements, the Corporation, its
directors, and BCI's majority shareholder, BCE, are defendants in a class action
proceeding seeking $250 million in damages on behalf of certain former holders
of 6.75% convertible unsecured subordinated debentures in connection with BCI's
Recapitalization Transactions. The Corporation believes that the allegations in
the class action are without merit and intends to vigorously defend its
position. As a result, no provision has been included in the financial
statements.
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FORM 20-F
32
3) Lawsuit against the Corporation on Behalf of Common Shareholders
As explained in note 25(d) to the financial statements, the Corporation and
BCE are also defendants in a proposed class action proceeding seeking $1 billion
in damages on behalf of certain former common shareholders.
BCI believes the allegations in the lawsuit are without merit and intends to
take all appropriate actions, including contesting the plaintiff's application
to have the lawsuit certified as a class action, to vigorously defend its
position. As a result, no provision has been included in the financial
statements.
4) Threatened Legal Proceedings by La Caisse de depot et de placement du Quebec
("CDP")
As described in note 25(e) to the financial statements, CDP which held
approximately $141 million of BCI's 1999 Debentures has threatened to institute
legal proceedings in connection with BCI's Recapitalization Transactions. The
Corporation is unable to ascertain the potential financial impact of this matter
and no provision has been included in the financial statements.
5) Comcel VOIP Litigation
As described in note 25(b) to the financial statements, BCI has indemnified
Comcel in connection with litigation claiming damages of approximately US$70
million relating to Comcel's provision of VOIP service between December 1998 and
September 1999. Comcel believes that the claims lack an evidentiary basis and is
vigorously defending itself in this litigation. As a result, BCI has not
included any provision for its indemnity of Comcel in the financial statements.
6) Vespers Guarantees
As described in note 25(a) to the financial statements, in 2001 BCI entered
into agreements with certain Brazilian banks to guarantee 31.4% of the U.S.
dollar equivalent of the debt of the Vespers outstanding with such banks.
Twenty-five percent of the debt matures in November 2004 and seventy-five
percent of the debt matures in November 2005. The debt is principally
denominated in Brazilian reais, however BCI's exposure is capped at a maximum
amount of US$32.3 million.
In January 2003, the Vespers prepaid a portion of the debt and following
such prepayment, BCI's exposure was approximately US$20.8 million (based on an
exchange rate of R$3.36 to US$1.00 at that date). BCI's guarantee exposure will
fluctuate if there are further reductions in the debt based on the value of the
Brazilian real relative to the U.S. dollar at the time of such reductions,
subject to the cap of US$32.3 million.
The Corporation currently believes that the Vespers will be able to meet
their debt obligations. As a result, no provision for the Vesper guarantees has
been included in the financial statements.
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FORM 20-F
33
7) Realization of AMX Note and FX Option
As described in note 7 to the financial statements, BCI held the FX Option
to ensure that the proceeds from the US$170 million AMX Note would be converted
into Canadian dollars at an exchange rate of not less than $1.5530, equivalent
to proceeds of approximately $264 million.
As at December 31, 2002, the AMX Note was translated into Canadian dollars
at the year-end exchange rate resulting in a carrying value of approximately
$268.5 million. The FX Option was included in other current assets at its
year-end fair value of $1.2 million.
Between December 31, 2002 and March 3, 2003 when the AMX Note was repaid in
cash, the U.S. dollar weakened considerably from an exchange rate of $1.5796 per
US$1.00 to $1.4846. Had the FX Option not been in place, the proceeds from the
AMX Note would have been $252.4 million and BCI would have experienced a foreign
exchange loss since December 31, 2002 of approximately $16.1 million.
However, the FX Option was exercised on March 4, 2003. This limited the
foreign exchange loss since December 31, 2002 to $5.7 million and ensured that
BCI realized net proceeds from the AMX Note of approximately $264 million.
8) Monetization of Tax Losses
As described in note 22 to the financial statements, as at December 31, 2002
BCI had Canadian non-capital losses of approximately $450 million and capital
losses of approximately $54 million, the benefit of which has not been
recognized in the financial statements. The precise amount of such losses is
subject to normal review and audit by federal and provincial tax authorities.
Because of its lack of significant sources of taxable income, it is
reasonable to conclude that the benefit of the non-capital losses cannot be
realized directly by BCI but may, subject to the provisions of the Income Tax
Act (Canada) (the "Tax Act"), be realized by means of possible transactions
involving other non-related corporations or BCI's controlling shareholder, BCE
or any of BCE's subsidiaries.
While BCI intends to explore all avenues to monetize its non-capital losses
in order to create additional value for BCI's shareholders, there is no
certainty that such a possible transaction can be completed. In addition, such
transactions typically involve a substantial discount to the value of such
losses calculated based on statutory tax rates. At this time, it is not possible
to estimate either the likelihood, the amount or the timing of any benefit that
might be realized.
BCI does not believe it can realize any benefit from its capital losses.
Accounting Changes Adopted in 2002
Retroactive Restatement of Prior Period - Foreign Currency Translation.
Effective January 1, 2002, the Corporation adopted the amended accounting
recommendations of the Canadian Institute of Chartered Accountants ("CICA")
Handbook Section 1650, "Foreign Currency Translation" which require that,
effective January 1, 2002, all unrealized translation gains and losses on assets
and liabilities denominated in foreign currencies be included in earnings for
the year, including gains and losses on long-term monetary assets and
liabilities, such as long-term debt, which were previously deferred and
amortized on a straight-line basis over the remaining lives of the related
items. These changes were applied retroactively with restatement of prior
periods.
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FORM 20-F
34
Goodwill and Other Intangible Assets. The CICA Handbook Section 3062,
"Goodwill and Other Intangible Assets", requires that goodwill and other
intangible assets with an indefinite life are no longer amortized to earnings
but are subject to an annual impairment test.
The Corporation completed its goodwill impairment test as of January 1, 2002
and determined goodwill relating to its Telecom Americas reporting unit was
impaired. In accordance with CICA provisions, $732.4 million was charged to
opening deficit.
For the years ended December 31, 2001 and 2000, goodwill amortization
amounted to $71.0 million and $4.0 million respectively. Prior period earnings
have not been restated to reflect the non-amortization of goodwill.
Results of Operations for 2002
In the first quarter of 2002, BCI completed a series of transactions
designed to meet its short-term funding requirements to March 2003. However in
the second quarter of 2002, a major default by another leading Brazilian
telecommunications company together with growing economic uncertainties in
Brazil caused Telecom Americas' bank lenders to demand immediate and substantial
reductions in Telecom Americas' short-term debt. Given BCI's inability to
contribute additional funding to Telecom Americas and facing significant
dilution in its interest, BCI determined that its best course of action was to
negotiate a sale of its interest in Telecom Americas.
For the period from January 1, 2002 until June 30, 2002, the consolidated
statements of earnings and cash flows of BCI primarily reflected its
proportionately consolidated 42% interest in Telecom Americas. From July 1,
2002, following the sale of BCI's interest in Telecom Americas, the consolidated
statements of earnings and cash flows have reflected only the activities of BCI
as a holding company.
With the reduction in the scope of its activities, BCI reduced its staff
level from 38 at the end of 2001 to 23 at the end of 2002 and reduced total head
office operating costs from approximately $28 million for 2001 to approximately
$16 million for 2002.
The table below presents the Corporation's long-term investments as at
December 31, 2002. Prior to the sale of Telecom Americas, Axtel and Canbras were
treated as discontinued operations. With the adoption of the Plan of Arrangement
and the sale of Telecom Americas, BCI had no further continuing operations and
hence Axtel and Canbras were reclassified in the balance sheet from a
line-by-line disclosure as discontinued operations to a one-line disclosure as
long-term investments. Subsequent to this reclassification, any reduction in the
estimated net realizable value of these investments was included in the
statement of earnings as a loss on investment and not within discontinued
operations.
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FORM 20-F
35
Equity (1) (2) Total
Company (Country) Operations Interest Subscribers
- ----------------------------------------------------- ------------------------ ---------------- --------------
Canbras (Brazil) Broadband Cable & ISP 75.6% 191,443
Axtel (Mexico) Fixed Wireless 27.7% (3) 295,141
- ---------------------
(1) Figures represent, as at December 31, 2002, BCI's economic interests in the
companies listed.
(2) Excludes investments previously written off: Vespers - 1.4% (fully diluted)
and Genesis - 49.9%.
(3) As of January 1, 2003, pursuant to an existing shareholders' agreement,
BCI acquired shares in Axtel for no consideration, increasing its interest in
Axtel to 30.0%.
Revenues. In 2001 and until June 30, 2002, the Corporation's revenues were
generated primarily from Brazilian mobile wireless operations held through
Telecom Americas. These revenues consist of service revenues which are a
function of (i) the size of the subscriber base; (ii) the monthly fee charged to
subscribers for access to the network; (iii) the airtime charged per minute of
usage; and (iv) the actual minutes of airtime used by subscribers. Other sources
of revenue include equipment sales (principally handsets), charges for roaming,
and value-added services (such as voice mail, call waiting, call forwarding and
short message services).
Operating Costs. Operating costs during this same period were comprised of
three components: (i) cost of sales; (ii) selling, general and administrative
expenses; and (iii) depreciation and amortization. Cost of sales include the
cost of equipment sold, interconnection charges, spectrum usage fees, roaming
and other charges. Selling, general and administrative expenses include selling
and marketing expenses, and general and corporate expenses. Depreciation and
amortization include amortization of licenses and depreciation of the cost of
the network.
Comparison of 2002 with 2001
Revenues for the year ended December 31, 2002 were $231.6 million compared
to $373.9 million for 2001, representing a decrease of $142.3 million. EBITDA
(as computed in the table below) for the year ended December 31, 2002 was $52.2
million compared to $57.6 million, representing a decrease of $5.4 million. The
net loss from continuing operations for the year ended December 31, 2002 was
$612.4 million compared to a loss of $525.5 million. Net earnings applicable to
common shares for the year ended December 31, 2002 were $36.8 million as
compared to a loss of $333.6 million.
(in millions of Canadian
dollars)
Fiscal Years Ended December 31,
2002 2001
---- ----
Operating loss from continuing operations, $ (20.7) $ (135.2)
per consolidated statement ofearnings
Depreciation and amortization 72.9 192.8
------------- -----------
EBITDA $ 52.2 $ 57.6
============= ===========
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FORM 20-F
36
The lower revenues, EBITDA and net loss from continuing operations for 2002
compared to 2001 were mainly due to the sale of Telecom Americas resulting in
the exclusion of results of the Brazilian mobile wireless operations from June
3, 2002 onwards.
Included in income from continuing operations for the year ended December
31, 2002 was a loss on investments of $412.2 million compared to a loss of
$157.6 million for the previous year. The higher loss in 2002 was mainly due to
the loss on the disposition of Telecom Americas. The 2002 loss included a $339.3
million loss on the Telecom Americas sale and an additional aggregate $71.6
million write-down of the investments in Canbras and Axtel, whereas the 2001
loss included a $149.1 million provision related to the Put Option granted in
1998 to an investor in Comcel (see note 17 to the financial statements) and a
$56.9 million loss on the sale of shares of SK Telecom, received as part of the
consideration for the sale of BCI's interest in Hansol, partially offset by a
$41.2 million dilution gain arising from the reduction of BCI's interest in
Telecom Americas at the end of June 2001.
Income from discontinued operations for the year ended December 31, 2002 was
$652.4 million compared to $220.0 million for 2001. Income from discontinued
operations for 2002 included a $692.2 million gain on the Reorganization of
Telecom Americas (see note 1 to the financial statements), a $108.6 million
aggregate write-down of the investments in Axtel and Canbras and a loss of $15.9
million on the write-off of deferred charge associated with the Put Option,
offset by a $79.7 million reversal of future income tax liabilities. Net income
from discontinued operations for 2001 included a $502.1 million gain on the sale
of KG Telecom, partially offset by a $86.5 million write-off of the Vespers as
well as losses from operations of Comcel, the Vespers, Axtel, Canbras and
Genesis.
Comparison of 2001 with 2000
At various times during 2001, the Corporation operated in six business
segments (the five segments listed in the table below as well as the Asia Mobile
segment) organized on the basis of geographic area and type of service. Four of
these business segments were operated through Telecom Americas. As at December
31, 2001, Brazil Mobile was the only business segment of Telecom Americas
constituting continuing operations of the Corporation. At such date, the
companies comprising this business segment served 4.3 million subscribers. The
table below presents the Corporation's principal operations as at December 31,
2001 along with the accounting treatment for such operations at that date:
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FORM 20-F
37
------------------------------- ----------------------- ------------- ------------- --------------------------
(2) Total Equity (1)
Company (Country) Operations Interest Subscribers Accounting Treatment (3)
------------------------------- ----------------------- ------------- ------------- --------------------------
Proportionate
TELECOM AMERICAS 41.7% Consolidation
------------------------------- ----------------------- ------------- ------------- --------------------------
CONTINUING OPERATIONS
Brazil Mobile
ATL (Brazil) Cellular 59.0% 1,916,581 Consolidation
Tess (Brazil) Cellular 100.0% 1,032,026 Consolidation
Telet (Brazil) Cellular 77.6% 783,230 Consolidation
Americel (Brazil) Cellular 76.7% 600,461 Consolidation
-----------
4,332,298
------------------------------- ----------------------- ------------- ------------- --------------------------
DISCONTINUED OPERATIONS
Brazil Broadband
Canbras (Brazil) Broadband Cable & ISP 75.6% Discontinued Operations
Spanish Americas Broadband
Genesis (Venezuela) LMDS 59.1% Discontinued Operations
Techtel (Argentina) Broadband, 60.0% Discontinued Operations
Long Distance Carrier
Spanish Americas Mobile
Comcel (Colombia) Cellular 77.1% Discontinued Operations
------------------------------- ----------------------- ------------- ------------- --------------------------
LATIN AMERICA
Competitive Local Exchange
Carrier (CLEC)
Axtel (Mexico) Fixed Wireless 27.7% Discontinued Operations
--------------------------------------------------------------------------------------------------------------
(1) Figures represent, as at December 31, 2001, BCI's economic interests in
the companies listed except for the operating companies of Telecom
Americas which represent Telecom Americas' economic interests.
(2) Excludes BCI's discontinued operations previously sold or written-off: KG
Telecom, Hansol, and the Vespers.
(3) Represents BCI's accounting treatment for the companies listed except for
the operating companies of Telecom Americas which represents Telecom
Americas' accounting treatment.
Revenues for the year ended December 31, 2001 were $373.9 million compared
to $74.9 million as reported for 2000, representing an increase of $299.0
million. EBITDA (as computed in the table below) for the year ended December 31,
2001 were $57.6 million compared to negative $45.4 million, representing an
increase of $103.0 million. The net loss from continuing operations for the year
ended December 31, 2001 was $525.5 million compared to a loss of $224.2 million.
Net loss applicable to common shares for the year ended December 31, 2001 was
$333.6 million as compared to earnings of $156.0 million.
- --------------------------------------------------------------------------------
FORM 20-F
38
(in millions of Canadian
dollars)
Fiscal Years Ended December 31,
2002 2001
---- ----
Operating loss from continuing operations, $ (135.2) $ (71.8)
per consolidated statement of earnings
Depreciation and amortization 192.8 26.4
-------------- ------------
EBITDA $ 57.6 $ (45.4)
============== ============
The higher revenues, EBITDA and net loss from continuing operations, for the
year ended December 31, 2001 compared to the previous year, were mainly due to
the inclusion of full year results of ATL, which was contributed to Telecom
Americas in the fourth quarter of 2000; Tess, which was acquired by Telecom
Americas at the beginning of the second quarter of 2001; as well as an increased
effective economic interest in Americel and Telet in 2001.
Included in income from continuing operations for the year ended 2001 was a
loss on investments of $157.6 million compared to a loss of $105.2 million for
2000. The 2001 loss included a $149.1 million provision related to the Put
Option granted in 1998 to an investor in Comcel (see note 17 to the financial
statements) and a $56.9 million loss on the sale of the shares of SK Telecom,
received as part of the consideration for the sale of BCI's interest in Hansol,
partially offset by a $41.2 million dilution gain arising from the reduction of
BCI's interest in Telecom Americas at the end of June 2001. The 2000 loss mainly
consisted of a write down of the SK Telecom shares.
Net income from discontinued operations for the year ended December 31, 2001
was $220.0 million compared to $407.7 million for 2000. Net income from
discontinued operations for 2001 included a $502.1 million gain on the sale of
KG Telecom, partially offset by a $86.5 million write-off of the Vespers as well
as losses from operations of Comcel, the Vespers, Axtel, Canbras and Genesis.
Net income from discontinued operations for 2000 included a gain of $1,066.8
million from the sale of BCI's interest in Hansol offset losses from the
operations of Comcel, the Vespers, Axtel, Canbras, Genesis and Hansol.
Differences between Canadian and US GAAP
The accompanying financial statements have been prepared in accordance with
Canadian GAAP which differs in certain respects from US GAAP as described in
note 29 to the financial statements.
Under US GAAP, by adopting the Plan of Arrangement, as of July 1, 2002 a
liquidation basis of accounting is prescribed for BCI. Under such basis of
accounting, BCI is required to consolidate its interest in Canbras and to equity
account for its interest in Axtel. In addition, BCI is required to provide for
estimated future costs until the expected liquidation date. Also, under such
basis of accounting, financial statements are comprised of a statement of net
assets and a statement of changes in net assets from July 1, 2002 instead of a
balance sheet and a statement of earnings respectively.
- --------------------------------------------------------------------------------
FORM 20-F
39
Except for the provision for future costs, the financial position at
December 31, 2002 under US GAAP is not different than under Canadian GAAP.
Risk Factors
The following are major risk factors facing the Corporation. Certain of
these risk factors are also discussed above under "Statement of Net Assets".
Timing of Distributions and Completion of the Plan of Arrangement. While BCI
estimates that a preliminary distribution to shareholders may be possible in the
second half of 2004, this timing is dependent upon the resolution of BCI's
contingent liabilities, in particular, outstanding and threatened litigation
against BCI (as described below under "Litigation - Debentureholders Class
Action", "Litigation - Shareholders Class Action" and "Threatened Litigation").
This timing may also be affected by various other factors, such as appeals of
court decisions in these litigations, which could delay this timing by several
months or more.
In addition, the timing of the completion of the steps of BCI's Plan of
Arrangement are also dependent upon the resolution of other known or unknown
claims which may be asserted against BCI and which BCI may contest. A claims
identification procedure has been established by order of the Court which
provides for a three-month period (four months in the case of tax claims) in
which potential claims against BCI are to be identified. However, this period
does not commence until after the Court's decision with respect to whether or
not the lawsuit filed by a BCI common shareholder on behalf of all persons who
owned BCI common shares on December 3, 2001 should be certified as a class
action. Although there can be no certainty, BCI anticipates a Court decision in
that regard will be made in the second quarter of 2003. Following the
identification period for claims, it is expected that the Court, upon the advice
of the Monitor, will make further orders with respect to the timing,
determination and resolution of the identified claims. BCI can give no
assurances as to the length of time that may be necessary to conclude these
steps.
Litigation - Debentureholders Class Action. On April 29, 2002, BCI announced
that a lawsuit had been filed with the Court by certain former holders of BCI's
$250 million 6.75% convertible unsecured subordinated debentures, seeking the
Court's approval to proceed by way of class action on behalf of all holders of
the 6.75% debentures on December 3, 2001. The plaintiffs seek damages from BCI
and its directors and BCE up to an amount of $250 million in connection with the
settlement, on February 15, 2002, of the debentures through the issuance of
common shares, in accordance with BCI's Recapitalization Transactions. In
accordance with an agreement reached among the parties to this lawsuit in
December 2002, the Court ordered that this lawsuit be certified as a class
action within the meaning of applicable legislation. The certification order
does not constitute a decision on the merits of the class action and BCI is of
the view that the allegations contained in the lawsuit are without merit and
intends to take all appropriate actions to vigorously defend its position. As
part of the agreement among the parties, the plaintiffs in the class action
abandoned their claim for punitive damages (the statement of claim originating
the lawsuit sought $30 million in punitive damages). The plaintiffs have also
agreed to the dismissal of the class action against BMO Nesbitt Burns Inc., one
of the original defendants in the proceeding. In the event that BCI is not
successful in its defense of the class action lawsuit, BCI's insurers have
indicated that this claim will not be covered by BCI's existing insurance
policies. BCI has indicated that it disagrees with this interpretation and has
reserved its rights to contest such interpretation at a later date.
- --------------------------------------------------------------------------------
FORM 20-F
40
Although BCI is confident that the allegations are without merit, there can
be no assurance that BCI will be successful in its defense. Furthermore,
regardless of the outcome with respect to the Corporation, BCI has
indemnification arrangements in place with its directors and will therefore bear
the cost of damages in the event, and to the extent, that the claim is
successful against BCI's directors.
Litigation - Shareholders Class Action. On September 27, 2002 a lawsuit was
filed with the Court by a BCI common shareholder. The plaintiff is seeking the
Court's approval to proceed by way of class action on behalf of all persons who
owned BCI common shares on December 3, 2001. The lawsuit seeks $1 billion in
damages from BCI and BCE in connection with the issuance of BCI common shares on
February 15, 2002 pursuant to BCI's Recapitalization Transactions and the
implementation of the Plan of Arrangement. BCI is of the view that the
allegations contained in the lawsuit are without merit and intends to take all
appropriate actions, including actively contesting the certification of the
lawsuit as a class action, to vigorously defend its position.
Although BCI is confident that the allegations are without merit, there can
be no assurance that BCI will be successful in its defense, either in contesting
the certification of the lawsuit as a class action, or ultimately (if necessary)
on the merits of the lawsuit. In the event that BCI is not successful in its
defense of the lawsuit, there is no guarantee that BCI's insurers will agree
that the claim is covered by BCI's existing insurance policies.
Threatened Litigation. CDP which, as at December 21, 2001, held in the
aggregate approximately $141 million of BCI's 1999 Debentures, has threatened to
institute legal proceedings or otherwise pursue its claims against BCI, in
connection with its allegations that the Recapitalization Transactions resulted
in inequitable treatment of debenture holders as compared with the holders of
common shares. On October 18, 2002, a notice of appearance was filed with the
Court requesting that all documents produced in connection with the Plan of
Arrangement be served upon CDP. BCI believes the allegations are without merit.
In the event that litigation is commenced, or the claims asserted by other
means, BCI intends to take all appropriate actions to vigorously defend its
position, although there can be no assurance that BCI would be successful in
defending such an action.
Litigation - Comcel VOIP Indemnification. Pursuant to the Telecom Americas
Reorganization in February 2002, which included the transfer of Comcel from
Telecom Americas to America Movil or its affiliates, BCI agreed to indemnify
Comcel for certain amounts (the details of which are set out below) to the
extent Comcel is required to pay damages as a result of litigation, involving
claims of approximately US$70 million, in respect of the provision by Comcel,
between December 1998 and September 1999, of long distance services through
VOIP. BCI has agreed (i) that BCI shall indemnify Comcel for the initial US$5
million of damages; (ii) Comcel shall be responsible for damages in excess of
US$5 million up to and including US$7.5 million; and (iii) BCI shall indemnify
Comcel for any damages in excess of US$7.5 million. Comcel is currently
appealing the initial finding that it improperly provided VOIP services. It is
not expected that there will be a hearing of this appeal before the second half
of 2003, and any decision on this appeal is itself subject to further appeal.
Comcel's Colombian counsel believes that, even if unsuccessful in this appeal
process, the damage allegations will be subject to defenses on the merits and
that substantially all of the claims lack a sufficient evidentiary basis.
However, there can be no assurance that Comcel will be successful in its
defense.
- --------------------------------------------------------------------------------
FORM 20-F
41
Realization of Notes Received in Connection with Axtel's Restructuring and
Remaining Equity Interest. In connection with the recent Axtel restructuring,
BCI will receive a promissory note in an aggregate amount of US$3.5 million, due
in instalments in June, September and December 2003, as well as a promissory
note due in the second quarter of 2006 in the amount of US$9.4 million. There
can be no assurance that BCI will receive payment of these notes receivable from
Axtel.
With respect to BCI's remaining 1.5% equity interest in Axtel, BCI will not
retain any material influence or control over the affairs of Axtel, and there
can be no assurance that BCI will be able to realize any value for this
remaining investment.
Realization of the Estimated Net Realizable Value of Investment in Canbras.
There can be no assurance that BCI will recover its estimated net realizable
value of its investment in Canbras. Management's best estimate of net realizable
value is dependent on many factors which are outside of its control, including
political and economic factors currently prevailing in Brazil, the value of the
Brazilian real relative to the Canadian dollar, and the current financial
situation of Canbras.
In connection with the process presently being undertaken by Canbras aimed
at gauging potential interest by third parties in acquiring all of Canbras'
broadband communications businesses in Brazil, there can be no assurance
regarding the outcome, including whether any definitive expressions of interest
or bids will be made, or if made whether any such proposals will be on terms,
including price, acceptable to the board of directors of Canbras, or whether any
agreement could be concluded. In addition, if any such agreement could be
concluded, the closing of any such transaction would be subject to regulatory
and other required approvals, including shareholder approvals. Although BCI
intends to dispose of its interest in Canbras, there can be no assurance that
any proposals which may be made to Canbras will be on terms that are acceptable
to BCI.
As at December 31, 2002, Canbras had US$18.5 million (approximately $29
million) of debt outstanding under a credit facility with several financial
institutions. Existing cash and cash generated from operations are not expected
to be sufficient to meet US$9.25 million (approximately $14.6 million) in
principal repayment obligations due in May 2003, and Canbras faces the
possibility of a payment default which could result in an acceleration of the
entire amount of indebtedness under the facility. In addition, Canbras does not
expect to generate sufficient cash from operations to meet projected corporate
overhead and certain other operating expenses for 2004.
As a result, Canbras is engaged in on-going discussions with its lenders
with a view to refinancing or otherwise modifying the terms of its credit
facility, has approved an operating budget for 2003 that reflects constrained
growth and a significant price increase for cable television services and is
pursuing various strategies, including new sources of financing that could allow
it to achieve the necessary liquidity to continue in operation beyond 2003.
There can be no assurance as to the outcome of such discussions, including
whether or not, and on what terms (if any) the lenders would be willing to
refinance or otherwise modify the terms of such indebtedness, and whether or not
such discussions will be concluded prior to the repayment date in May 2003.
- --------------------------------------------------------------------------------
FORM 20-F
42
In addition, at this time, Canbras does not have any commitments with
respect to such strategies or for such new financing. Further, there can be no
assurance that it will be able to secure any new financing, whether from the
public or private equity or debt markets, or that any such new financing (if
obtained) would not have a substantial dilutive effect on the current equity
interests of Canbras' shareholders.
If a favourable outcome is achieved with respect to Canbras' obligations
under its credit facility, it is possible that prior to completing a disposition
of its interest in Canbras, BCI may consider making further investments in
Canbras. Whether or not BCI makes such investments may affect the value that BCI
will realize upon the ultimate disposition of its interest in Canbras. Any
decisions BCI takes with regard to further investments in Canbras will be
subject to the Monitor's review and Court approval.
Cash and Cash Equivalents and Temporary Investments. After receiving
payment, on March 3, 2003, of the remaining balance due under the AMX Note, BCI
had over $400 million of cash and cash equivalents and temporary investments.
Some of the funds will be used to pay expected future operating costs and
interest expenses pending the resolution of outstanding claims against BCI prior
to making distributions to shareholders. In the interim, it is BCI's intention
to invest such funds in investment grade bonds and commercial paper with various
maturities, not extending beyond December 31, 2004, in such a manner as to
maximize BCI's interest income. There can be no assurance that one or more
issuers of such bonds or commercial paper might default on such obligations.
Foreign Currency Exchange Rates. In order to offset the foreign currency
risk associated with certain U.S. dollar denominated contingent liabilities, the
Corporation keeps a portion of its temporary investments denominated in U.S.
dollars. To the extent that BCI does not ultimately need these amounts to
satisfy contingent liabilities, the Corporation may be exposed to exchange rate
fluctuations on such temporary investments denominated in U.S. dollars.
The Vesper Guarantees. There can be no assurance that the Vespers will have
the resources needed to repay its bank debt when it becomes due. As a result,
BCI may be called upon to make payments to such banks under its guarantees up to
a maximum amount of US$32.3 million.
Future Costs. BCI's actual future operating costs and interest income may be
materially different than those estimated in this MD&A.
Moreover, there can be no assurance that BCI will be in a position to make a
preliminary distribution to its shareholders in the second half of 2004. To the
extent that it is not able to do so, BCI will continue to incur such operating
costs and interest income beyond such date.
Stock Exchange Delisting. In 2002, Nasdaq initiated delisting proceedings
against BCI on the basis of BCI's failure to meet minimum bid price
requirements. Although Nasdaq ultimately agreed to allow BCI's common shares to
remain listed on the exchange, there can be no assurance that BCI will continue
to meet the Nasdaq listing requirements and that Nasdaq will not once again seek
to delist BCI.
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FORM 20-F
43
The TSX has indicated to the Corporation that it will not, as a result of
BCI's operating under the Plan of Arrangement, suspend trading or begin a
delisting proceedings with respect to BCI's common shares. However, the TSX
intends to monitor the Corporation on an ongoing basis and will determine
whether to suspend trading on the common shares if either the Corporation does
not meet continued listing requirements or if the continued listing of the
Corporation adversely affects the quality of the TSX market. There can be no
assurance that BCI will maintain its TSX listing.
In the event that BCI's common shares are delisted from either or both of
the TSX and Nasdaq, there could be a material adverse effect on the liquidity of
BCI's common shares.
Enforceability of Certain Civil Liabilities. The Corporation is incorporated
under the Canada Business Corporations Act and most of its assets are located
outside the United States. Most of BCI's directors and officers reside outside
the United States, and their assets are located outside the United States.
Therefore, it may be difficult for U.S. investors to sue the Corporation or its
directors, officers, controlling persons, accountants or attorneys. If a lawsuit
is successful, it may be difficult to collect any money awarded.
B. Research and Development
None.
C. Trend Information
See "Item 5: Operating and Financial Review and Prospects - Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Statement of Net Assets".
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Directors
The following table lists the names of the directors of the Corporation as
at April 30, 2003. The directors have served in their respective capacities
since their election and/or appointment and will serve until the next annual
general meeting of shareholders or until a successor is duly elected, unless the
office is vacated in accordance with the articles and/or by-laws of the
Corporation. As required, the board of directors of BCI has an audit committee.
Members of the audit committee and the corporate governance committee are also
indicated in the following table.
Given that under BCI's Plan of Arrangement the activities of the Corporation
are limited to disposing of its remaining assets and settling all of the
remaining claims against it, with the goal of proceeding to a final distribution
of assets to shareholders and the ultimate dissolution of BCI, the Corporation
will be proposing the election of only four directors at its 2003 Annual General
Meeting. Mr. Crosbie, Mrs. Kaufman, Mr. Plessis-Belair, Mr. Scott and Mr.
Tanguay will not be nominated for re-election to the board of directors.
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FORM 20-F
44
Name Position Director Since
William D. Anderson Chairman and Chief Executive Officer of the December 2000
(Montreal, Quebec) Corporation
John A. (Ian) Craig (1) Corporate director May 2000
(Ottawa, Ontario)
The Honorable John C. Crosbie, P.C., Member, as counsel, of the law firm Patterson October 1997
O.C.,Q.C. (1) Palmer; Chancellor of Memorial University of
(St. John's, Newfoundland) Newfoundland
Donna S. Kaufman (2) Lawyer and corporate director February 1998
(Toronto, Ontario)
Michel Plessis-Belair, F.C.A. (2) Vice-Chairman, Chief Financial Officer and May 1999
(Montreal, Quebec) director of Power Corporation of Canada;
Executive Vice-President, Chief Financial
Officer and director of Power Financial
Corporation
C. Wesley M. Scott (2) Corporate director July 2000
(Toronto, Ontario)
Louis A. Tanguay Vice-Chairman of the Corporation July 2000
(Laval-sur-le-Lac, Quebec)
H. Brian Thompson (2) Chairman of Comsat International; Chairman, October 1997
(Alexandria, Virginia (USA)) President and Chief Executive Officer of
Universal Telecommunications, Inc.
Siim A. Vanaselja (1) Chief Financial Officer of BCE Inc. May 2002
(Montreal, Quebec)
- -------------------------
(1) Member of the corporate governance committee.
(2) Member of the audit committee.
Brief biographies of current directors of the Corporation follow:
William D. Anderson has been Chairman of the Corporation since December 2000
and Chief Executive Officer of the Corporation since November 2001. Mr. Anderson
has also been the President of BCE Ventures since November 2000. From May 1998
to January 2001, Mr. Anderson was Chief Financial Officer of BCE. Mr. Anderson
was also Chief Financial Officer of Bell Canada from May 1998 to June 1999.
Prior thereto, Mr. Anderson served as Chief Financial Officer of Bell Cablemedia
plc and subsequently Senior Vice-President, Finance of BCE. Prior to joining
BCE, Mr. Anderson was a partner with KPMG. Mr. Anderson is a member of the board
of directors of BCE Emergis Inc., CGI Group Inc., Aliant Inc., TransAlta
Corporation and numerous other BCE group companies.
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FORM 20-F
45
John A. (Ian) Craig retired in March 2000 from his position as Chief
Marketing Officer of Nortel. In his 33 years with Nortel and its research
subsidiary, Nortel Technology, Mr. Craig held numerous senior management
positions including Chief Executive, Nortel Europe; President, Broadband
Network; President, Wireless and Carrier Solutions; and Executive
Vice-President, Enterprise Marketing. Mr. Craig is also a director of Arris
International and CAE Inc. Mr. Craig is Chairman of the corporate governance
committee.
The Honourable John C. Crosbie, P.C., O.C., Q.C., is a member, as counsel,
of the law firm Patterson Palmer since 1993 and Chancellor of Memorial
University of Newfoundland since 1994. Mr. Crosbie is Vice-Chairman of the Board
of the Atlantic Institute of Market Studies, and is a director of the Insurance
Corporation of Newfoundland, Fishery Products Limited, Fishery Products
International, Cornerstone Capital Resources Inc., Buchans Barite Ltd., and
numerous other not-for-profit organizations. He is also a trustee of Oceanex
Income Fund and Oceanex, President and director of China World Trade
Corporation, Chairman and director of Deer Lake Oil & Gas Limited and director
of Burin Fluorspar Limited. He also acts as a speaker for the National Speakers
Bureau of Vancouver. Mr. Crosbie is a member of the corporate governance
committee.
Donna S. Kaufman is a lawyer and corporate director. Mrs. Kaufman was a
partner of Stikeman Elliott, an international law firm, until 1997. Mrs. Kaufman
is a director of BCE, Bell GlobeMedia Inc., Telesat, TransAlta Corporation, the
Hudson's Bay Company, the Public Sector Pension Investment Board and UPM-Kymmene
Corporation, and is a director of Historica and a Governor of the Baycrest
Centre for Geriatric Care (member Research Advisory Committee). Mrs. Kaufman is
a member of the audit committee.
Michel Plessis-Belair, F.C.A., is Vice-Chairman, Chief Financial Officer and
director of the management and holding company Power Corporation of Canada
("PCC") since August 1996, and Executive Vice-President, Chief Financial Officer
and director of the holding company Power Financial Corporation ("PFC") since
January 1997. Prior thereto, Mr. Plessis-Belair was Executive Vice-President and
Chief Financial Officer of PCC and Senior Vice-President Finance of PFC. In
addition to various directorships in the Power Corporation group of companies,
Mr. Plessis-Belair is also a director of Universite de Montreal and Lallemand
Inc. Mr. Plessis-Belair is a member of the audit committee.
C. Wesley M. Scott is a corporate director. He retired on March 1, 2001 from
his position as Chief Corporate Officer of BCE. Mr. Scott has held a variety of
senior executive positions in BCE Group companies over his thirty-year career.
Before re-joining BCE in February 2000, he was Vice-Chairman, Bell Canada, and
prior thereto was Executive Vice-President and Chief Financial Officer of
Nortel. From 1993 to 1995, Mr. Scott was Chief Executive Officer of Stentor
Resource Centre Inc., and prior thereto was President of Bell Ontario. Mr. Scott
is a director of BCE Emergis Inc., CGI Group Inc. and Sears Canada Ltd., and is
a member of a number of not-for-profit boards. He is also a director of
Solectron Inc., and Adventis Corporation in the United States. Mr. Scott is a
member of the audit committee.
Louis A. Tanguay is the Vice-Chairman of the Corporation. From July 2000 to
November 2001, Mr. Tanguay was President and Chief Executive Officer of the
Corporation, and prior thereto was President and Chief Operating Officer of the
Corporation. Prior to joining BCI, Mr. Tanguay held numerous posts with Bell
Canada over the course of four decades, culminating with his holding the
position of President, Bell Quebec which he held concurrently with other
positions with Bell Canada including President and Chief Executive Officer, Bell
Local Services (1994) and President of Bell Canada Innovation Centre (1996). Mr.
Tanguay is a member of the board of directors of Aeroports de Montreal, Canbras,
Rona Inc., Saputo Inc., Bell Nordiq Group Inc., Geneka Biotechnology Inc. and
Medisys.
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FORM 20-F
46
H. Brian Thompson is currently Chairman of Comsat International and
Chairman, President and Chief Executive Officer of Universal Telecommunications,
Inc., a private investment and advisory company. From March 1999 to September
2000, Mr. Thompson was Chairman and Chief Executive Officer of Global
TeleSystems Group, Inc. From January 1999 to March 1999, Mr. Thompson was
non-executive Chairman of Telecom Eireann, the incumbent telephone company of
Ireland. From June to December 1998, Mr. Thompson was Vice-Chairman of Qwest
Communications Corporation, an international communications company and, prior
to its merger with Qwest, was Chairman of the board of directors and Chief
Executive Officer of LCI International Inc., a telecommunications service
provider. Mr. Thompson is a director of Comsat International, DynCorp, Array
Comm, Inc. and Axcelis Technologies, Inc. and United Autogroup. He is also a
trustee of Capitol College in Laurel, Maryland, and is Co-Chairman for the
Americas and Commissioner of the Global Information Infrastructure Commission.
He also serves as a member of the Irish Prime Minister's Ireland-America
Economic Advisory Board. For Ireland's Department of Public Enterprise, Mr.
Thompson served as Chairman of both the Advisory Committee for
Telecommunications and, more recently, the Advisory Committee on Info Coms. Mr.
Thompson is Chairman of the audit committee.
Siim A. Vanaselja has been the Chief Financial Officer of BCE Inc. since
January 2001. Previously, he was Executive Vice-President and Chief Financial
Officer of BCI. Prior to joining BCI in August 1996, Mr. Vanaselja was
Vice-President Taxation and an officer of BCE. Before joining the BCE group in
February 1994, Mr. Vanaselja was a partner at the accounting firm KPMG Canada in
Toronto. Mr. Vanaselja is a member of the Institute of Chartered Accountants of
Ontario. He also serves as a member of the Conference Board of Canada's National
Council of Financial Executives and the Corporate Executive Board's Working
Council for Chief Financial Officers. Mr. Vanaselja is a member of the corporate
governance committee.
Officers
The following table lists the names of the current executive officers of the
Corporation. The executive officers serve at the pleasure of the board of
directors. All executive officers devote full time to the affairs of the
Corporation.
Name Position Executive Officer Since
---- -------- -----------------------
William D. Anderson Chairman and Chief Executive Officer December 2000
(Montreal, Quebec)
Louis A. Tanguay Vice-Chairman February 1998
(Laval-sur-le-Lac, Quebec)
Robert Bouchard Executive Vice-President July 2000
(Lorraine, Quebec) and Chief Operating Officer
Howard N. Hendrick Executive Vice-President January 2001
(Montreal, Quebec) and Chief Financial Officer
Graham E. Bagnall Vice-President and Comptroller February 1998
(Montreal, Quebec)
Anne D. St-Georges Vice-President, Human Resources September 1998
(Ile Cadieux, Quebec) and Corporate Services
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FORM 20-F
47
Brief biographies of current executive officers of the Corporation follow:
William D. Anderson (see description provided above).
Louis A. Tanguay (see description provided above).
Robert Bouchard is Executive Vice-President and Chief Operating Officer of
the Corporation since July 3, 2000. He previously held the position of
Vice-President, Operations Support since 1993. Mr. Bouchard has been with the
Bell Group since 1976, holding a number of line and staff managerial positions,
as well as the positions of Assistant Vice-President, Budget & Results and
General Manager, Installation and Repair and Customer Services for Bell Canada.
Howard N. Hendrick is Executive Vice-President and Chief Financial Officer
of the Corporation. Prior to his appointment as Chief Financial Officer in
January 2001, Mr. Hendrick had close to 25 years of financial experience in the
BCE Group, serving most recently as Vice-President, Finance of Bell ActiMedia
Inc., Chief Financial Officer of Sympatico Lycos Inc. and Vice-President,
Investor Relations for BCE and Bell Canada.
Graham E. Bagnall is Vice-President and Comptroller of the Corporation and
has held the same position since 1998. He previously held the position of
Vice-President and Comptroller of TeleReal, a company formed by BCE in 1994 to
manage and dispose of its residual real estate interests. From 1991 to 1994, Mr.
Bagnall was Vice-President and Comptroller of Montreal Trust.
Anne D. St-Georges is Vice-President, Human Resources and Corporate Services
of the Corporation since September 1, 1998. Prior to her appointment with BCI,
Mrs. St-Georges held numerous senior human resources positions with Bell Canada
from January 1995 to September 1998. Prior thereto, Mrs. St-Georges held senior
management positions in sales and operations at Bell Canada.
General
There are no family relationships between any two or more directors or
executive officers.
There are no arrangements or understandings with major shareholders,
customers or suppliers of the Corporation, or between any two or more directors
or executive officers, pursuant to which he or she was selected as director or
executive officer.
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FORM 20-F
48
B. Compensation
The aggregate amount of compensation paid by the Corporation for the
financial year ended December 31, 2002 to its directors and officers as a group
was $2,788,254. This amount excludes remuneration resulting from the grant and
exercise of options pursuant to BCE's and BCI's stock option plans, the issuance
of share units pursuant to BCI's share unit plan.
Compensation of Directors
Each director who is not a salaried officer of the Corporation, its
subsidiaries, BCE or its subsidiaries is entitled to be paid US$20,000 per annum
for services as a director and to receive reimbursement for out-of-pocket
expenses. In addition, the board of directors has approved the following
additional compensation for directors:
Annual Committee Chair Retainer US$ 1,000
Board Meeting Attendance Fee US$ 750
Committee Attendance Fee US$ 500
When Board or Committee meetings are attended by telephone instead of in
person, directors are entitled to half of the fees set out above.
With a view to encouraging share ownership, the Corporation established a
share unit plan (the "BCI Share Unit Plan") for directors who are not salaried
officers of the Corporation, its subsidiaries, BCE or its subsidiaries. Under
this plan, 50% of the annual retainer fee of US$20,000 is paid in share units
(the "BCI Share Units"), each of which is equivalent in value to one common
share. Following cessation of Board service, BCI Share Units will be paid to the
director in common shares or in cash at the discretion of the Corporation, after
remittance of applicable withholding taxes.
In light of the decision to substantially reduce the size of BCI's board of
directors, the Corporation is considering certain changes to its directors'
compensation policy to take effect following BCI's 2003 Annual General Meeting.
Specifically, those nominees re-elected as directors who are not salaried
officers of BCE, BCI or their respective subsidiaries may receive an increased
annual retainer fee in consideration for their increased time commitments in
serving as BCI directors. BCI anticipates that even with this possible increase
in fees, the reduction in the size of the Board will reduce the overall cost of
directors' remuneration. BCI may also consider discontinuing the issuance of BCI
Share Units as part of the policy.
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FORM 20-F
49
Executive Compensation
During the last completed financial year, no directors of BCI, other than
Louis Tanguay, as a director of Canbras, received compensation from subsidiaries
of the Corporation for services in their capacity as directors.
The following table sets forth the annual and long-term compensation for the
financial years ended December 31, 2002, 2001 and 2000 for the Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Corporation (the "Named Executive Officers") received from BCI and its
subsidiaries. No stock options were granted and no stock options were exercised
by the Named Executive Officers during the financial year ended December 31,
2002.
---------------------------------------------------------------------------------------------------
Annual Compensation Long-term Compensation
---------------------------------------------------------------------------------------------------
Name and Position Salary Bonus Other annual Securities under Restricted shares All other
Compensation options/SARs or restricted compensation
Years ended granted share units
December 31 $ $ $ (9) # of shares (11) $ $ (16)
- ------------------------------------------------------------------------------------------------------------------------------------
W.D. Anderson (1)
Chairman and Chief
Executive Officer 2002 0 0 0 0 0 0
2001 0 0 0 0 0 0
2000 N/A N/A N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
R. Bouchard (2)
Executive Vice-President 2002 244,600 120,540(6) 0 0 0 12,240
and Chief Operating 244,600 (17)
Officer 2001 237,400 0 (6) 33,769 (10) 0 5,697 (14) 8,765
2000 200,000 71,300 (6) 261,047 (10) 25,000 (12) 7,300 (14) 5,871
300,000 (7) 9,000 (13)
- --------------------------------------------------------------------------------------------------------------------------------
H.N. Hendrick (3)
Executive Vice-President 2002 214,000 120,868 (6) 0 0 692 (14) 7,619
and Chief Financial 65,000 (8)
Officer
2001 190,800 0 (6) 0 0 5,723 (14) 6,657
2000 N/A N/A N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
A.D. St-Georges (4)
Vice-President, Human 8,895
Resources and Corporate 2002 174,500 64,007 (6) 0 0 0 174,500 (17)
Services
2001 171,000 0 (6) 0 0 5,402 (14)
7,265
2000 162,000 77,900 (6) 0 15,000 (12) 46,700 (15) 6,428
6,500 (13) 3,910 (14)
- ----------------------------------------------------------------------------------------------------------------------------------
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FORM 20-F
50
---------------------------------------------------------------------------------------------------
Annual Compensation Long-term Compensation
---------------------------------------------------------------------------------------------------
Name and Position Years Salary Bonus Other annual Securities under Restricted shares All other
ended Compensation options/SARs or restricted ompensation
December granted share units
31
$ $ $ (9) # of shares (11) $ $ (16)
- ------------------------------------------------------------------------------------------------------------------------------------
P. Stinis (5) 2002 170,100 68,517 (6) 0 0 0
Vice-President, Finance 40,000 (8) 10,428
and Treasurer 170,100 (17)
2001 162,000 0 (6) 0 0 5,272 (14) 8,072
2000 150,000 57,600 (6) 0 19,500 (12) 44,300 (15) 6,874
25,000 (7) 5,380 (14)
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------
(1) Mr. Anderson was appointed Chairman and Chief Executive Officer on November
16, 2001. He is also President of BCE Ventures and his compensation is paid
by BCE Ventures; there is no chargeback to BCI. Because none of Mr.
Anderson's compensation is paid by BCI, no compensation has been set out in
the above table. However, based on a determination of the amount of time
Mr. Anderson spent working on BCI matters as a percentage of his total
services provided to BCE Ventures, an aggregate amount of $198,750 can be
allocated as representing compensation to Mr. Anderson for his services to
BCI in 2002.
(2) Mr. Bouchard was appointed Executive Vice-President and Chief Operating
Officer as of July 3, 2000. Prior thereto, Mr. Bouchard was Vice-President,
Operations Support.
(3) Mr. Hendrick was engaged by BCI as Executive Vice-President and Chief
Financial Officer on January 15, 2001.
(4) Mrs. St-Georges was engaged by BCI as Vice-President, Human Resources and
Corporate Services on September 1, 1998.
(5) Mr. Stinis was engaged by BCI as Vice-President, Finance and
Treasurer on May 24, 1999. Mr. Stinis resigned his position and left
BCI in February 2003.
(6) Bonus paid in cash under the Corporation's annual incentive plan (the
"Annual Incentive Plan").
(7) In 2000, Special Incentive Awards ("SIAs") were paid to key contributors in
recognition of the successful disposition of BCI's investments in Asia
(i.e., Hansol in Korea and KG Telecom in Taiwan).
(8) In 2002, SIAs were paid with respect to the Telecom Americas Reorganization
and the BCI Recapitalization Transactions.
(9) Certain perquisites and other personal benefits for Named Executive
Officers are not included since they do not exceed minimum threshold
disclosure levels (lesser of 10% of salary and bonus and $50,000).
(10) Special compensation payments ("SCPs") are made upon the exercise of stock
options granted under BCE's long-term incentive plan (the "BCE LTIP") or
granted by Nortel further to the distribution of Nortel common shares to
BCE shareholders on May 1, 2000. In connection with the Nortel Networks
common share distribution by BCE in May 2000, each outstanding BCE stock
option was cancelled and replaced by a new option which gives the right to
buy one BCE common share (BCE Replacement Option) under the same terms and
conditions as the original option, and approximately 1.57 post-split common
shares of Nortel Networks (Nortel Replacement Options) at an exercise price
established so as to preserve the economic value of the option originally
granted. The SCPs attached to options granted prior to November 1999 under
the BCE LTIP and still outstanding at the time of the Nortel Networks
common share distribution were adjusted accordingly and remained the
responsibility of BCE and/or its subsidiaries. SCPs are triggered when the
options to acquire BCE common shares or Nortel Networks common shares as
the case may be are exercised. SCPs are cash payments representing the
excess of the average of the closing prices of BCE or Nortel shares on the
TSX on the date of exercise over such closing prices on the last trading
day prior to the effective date of the grant. The SCPs are provided for the
purpose of paying taxes upon the exercise of options and are triggered when
the stock options are exercised.
(11) Options granted under BCI's long-term incentive (stock option) program
(1997) (the "BCI 1997 Option Plan") and BCI's long-term incentive (stock
option) program (2000) (the "BCI 2000 Option Plan"). The numbers of options
set out in the table have not been adjusted to reflect the consolidation of
BCI's common shares in 2002. For details of adjusted options see the
Options/SARs grant table on page 10 of BCI's proxy circular dated March 10,
2003. Freestanding Stock Appreciation Rights ("SARs") cannot be granted
under the BCI 2000 Option Plan and no SARs were granted to the Named
Executive Officers under the BCI 1997 Option Plan. No stock options have
been granted to executives since 2000.
(12) Options granted under the BCI 2000 Option Plan.
(13) Options granted under the BCI 1997 Option Plan.
(14) As part of the BCI's employee share investment plan (the "BCI ESIP"),
executives could contribute up to 10% of their eligible earnings (salary
and target bonus) in order to acquire BCI shares. BCI matched 50% of the
shares acquired with the executive's contribution up to 3% of their
eligible earnings. BCI's contribution was delivered in performance share
units ("PSUs"). The BCI ESIP was discontinued in 2002.
(15) Prior to 2001, Executives were entitled to a premium for superior
performance ("PSP") when corporate performance as defined under the Annual
Incentive Plan exceeded the full attainment of corporate objectives. The
PSP was delivered in PSUs subject to vesting conditions. Values shown in
the Executive Compensation Table represent the dollar value of the PSP
before it was converted into PSUs. None of these share units have any
current monetary value.
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FORM 20-F
51
(16) "All other compensation" includes payments for life insurance premiums and
a health program allowance. The health program allowance is equal to 1.5%
of salary and is paid by BCI to all management employees residing in the
province of Quebec.
(17) Represents payments in 2002 relating to a special retention plan entered
into with certain key employees in July 2000.
Long-term Incentive (Stock Option) Programs
The Corporation has two stock option programs, the BCI 2000 Option Plan and
the BCI 1997 Option Plan. The BCI 2000 Option Plan is performance-based. Options
must be exercised during a period established by the corporate governance
committee but, in any event, within a period of seven years. The BCI 1997 Option
Plan is a standard stock option program with vesting taking place over a period
of four years i.e., time-based only, and an exercise period which cannot exceed
ten years.
The corporate governance committee administers the BCI 2000 Option Plan and
the BCI 1997 Option Plan on behalf of the board of directors. The exercise price
and other conditions of grants made under both programs were based on the
closing price of the common shares on the TSX on the last trading day prior to
the effective date of the grant of options.
An aggregate of 2,000,000 and 3,000,000 common shares were reserved for
issuance to holders of options granted under the BCI 1997 Option Plan and the
BCI 2000 Option Plan, respectively. Taking into account the share consolidation
of BCI's common shares that occurred on July 18, 2002, an aggregate of 14,813
and 25,014 common shares remain reserved for issuance to holders of options
previously granted and as of February 28, 2003, options to acquire an aggregate
of 6,950 and 2,591 common shares were outstanding under the BCI 1997 Option Plan
and the BCI 2000 Option Plan, respectively.
Given the particular circumstances that prevailed within the Corporation,
there were no grants made under the BCI 1997 Option Plan and BCI 2000 Option
Plan in 2001 or 2002, and no grants are planned for future years. Alternatively,
the board of directors has approved a mid-term bonus as described below.
Mid-Term Bonus
Payments under the mid-term bonus are timed to coincide with the
liquidation of the Corporation. Given the current salaries of the Named
Executive Officers, the bonus would range between 31% and 50% of base salary.
Subject to being pro-rated as described below, the bonus period commenced on
January 1, 2002 with full payout to be made following the substantial completion
of the liquidation of the Corporation. To receive the maximum bonus, Named
Executive Officers must remain at BCI or elsewhere in the BCE Group until the
liquidation of the Corporation. For employees who leave BCI as a result of
retirement, company-initiated termination of employment (except for cause),
death or disability, the bonus will be pro-rated for the period between January
1, 2002 and the actual date of termination of employment, as a percentage of the
total period from January 1, 2002 to the actual date of liquidation of the
Corporation.
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FORM 20-F
52
Benefits
With the exception of Mr. Stinis, the Named Executive Officers participate
in a pension plan (the "Pension Plan") sponsored by BCE and offered to BCI
employees. Mr. Stinis participates in the defined contribution portion of the
Pension Plan with a Company contribution of 4%. All other benefits and
perquisites are aligned with the median of the comparator group.
Total Compensation of the Chief Executive Officer
William D. Anderson served as Chief Executive Officer during all of 2002.
Mr. Anderson is also President of BCE Ventures, a wholly-owned subsidiary of
BCE, the majority shareholder of BCI. His compensation is fully paid by BCE
Ventures and there is no chargeback to BCI.
Pension Arrangements
With the exception of Mr. Stinis, the Named Executive Officers participate
in the non-contributory defined benefit portion of the Pension Plan.
In the case of Mr. Stinis, his pension benefits for pensionable service
after December 31, 1999 are accrued under the defined contribution portion of
the Pension Plan.
The following describes the pensions payable to the other Named Executive
Officers under the defined benefit portion of the Pension Plan:
(i) Pension is based on pensionable service and the average of the best
consecutive sixty (60) months of pensionable earnings. Pensionable
earnings include executives' salary and bonus under the Annual
Incentive Plan.
(ii) Pension is payable for the executives' lifetime. By statute, a spousal
survivor benefit of approximately 60% must be provided. The cost of
providing the survivor benefit is borne by the executive.
(iii)In addition, the Corporation does, as a policy, pay to employees who
retire from the Corporation pension benefits in excess of the maximum
amount payable from a registered pension plan as per the Tax Act rules.
The following describes the pension payable to Mr. Stinis under the defined
contribution portion of the Pension Plan, for his pensionable service after
December 31, 1999:
(i) BCI contributes 4% of the executive's annual pensionable earnings.
Pensionable earnings include salary and bonus under the Annual
Incentive Plan, capped at target.
(ii) Pension is based on the amount accumulated in the defined contribution
account.
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FORM 20-F
53
For all the Named Executive Officers, on retirement, but contingent on
completion of thirty (30) years' service, paid absence prior to pension or a
lump-sum in lieu thereof is granted, as follows: nine months for Mr. Bouchard,
Mr. Hendrick, Mr. Stinis and Mrs. St-Georges.
The following table shows estimated annual pension benefits payable under
the defined benefit portion of the Pension Plan, upon retirement on December 31,
2002, at age 65, to officers in specified earnings and service classifications,
including the excess pension benefits referred to above.
------------------------------ --------------------------------------------------------------------------
Pensionable earnings Credited years of service
------------------------------ --------------------------------------------------------------------------
10 20 30 40 50
------------------------------ -------------- -------------- -------------- -------------- --------------
$ 100,000 $ 14,300 $ 27,800 $ 40,300 $ 53,500 $ 68,500
------------------------------ -------------- -------------- -------------- -------------- --------------
200,000 31,300 61,000 88,500 116,700 140,000
------------------------------ -------------- -------------- -------------- -------------- --------------
300,000 48,300 94,200 136,700 179,900 210,000
------------------------------ -------------- -------------- -------------- -------------- --------------
400,000 65,300 127,400 184,900 243,100 280,000
------------------------------ -------------- -------------- -------------- -------------- --------------
Benefits shown above are not subject to any deductions for government
benefits or other offset amounts. The benefits are partially indexed annually to
increases in the Consumer Price Index but in no case may indexation exceed 4%.
In no case may an officer receive under the Pension Plan an annual
aggregate pension benefit from BCI and its affiliated companies in excess of 70%
of average pensionable earnings.
For purposes of computing their total retirement benefits under the defined
benefit portion of the Pension Plan, at age 65, Mr. Bouchard will have 42.6
years of credited service, Mr. Hendrick will have 40.6 years of credited
service, Mrs. St-Georges will have 40.4 years of credited services and Mr.
Stinis will have 0.6 years of credited service. As of January 1, 2003, Mr.
Bouchard had 26.6 years of credited service, Mr. Hendrick, 26.2 years, Mrs.
St-Georges, 32.4 years, and Mr. Stinis, 0.6 years. Annualized pensionable
earnings for 2002, including the Annual Incentive Plan bonus, for Messrs.
Bouchard, Hendrick, Stinis and Mrs. St-Georges were, respectively, $365,120,
$334,868, $238,507 and $238,617.
Indebtedness of Directors and Officers
No director, executive officer or senior officer of the Corporation, or
proposed nominee for election as a director of the Corporation, or any associate
thereof, is currently indebted to the Corporation or its subsidiaries. As of the
date hereof, the aggregate indebtedness of all current and former directors,
officers and employees of BCI and of its subsidiaries owed to another entity
where the indebtedness was the subject of a support agreement provided by BCI
and its subsidiaries was nil.
C. Board Practices
The Corporation's board of directors has two standing committees: an audit
committee and a corporate governance committee. The following is a summary of
the Corporation's audit committee and corporate governance committee. Additional
information relating to board practices of the Corporation can be found in "Item
6: Directors, Senior Management and Employees - Directors and Senior Management
- - Directors".
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FORM 20-F
54
Audit Committee
The mandate of the audit committee was recently revised in light of current
corporate governance initiatives. Changes to the mandate included providing for
the direct reporting of the Corporation's external auditors to the audit
committee, the approval by the audit committee of all permitted non-audit
services and the approval by the audit committee of all related party
transactions. In addition, pursuant to its mandate, the audit committee
continues to review, report and, where appropriate, provide recommendations to
the board of directors on: the annual and interim consolidated financial
statements and management's discussion and analysis; all public disclosure
documents containing financial information; the integrity of the financial
reporting processes and effectiveness of the internal control systems of the
Corporation; the appropriateness of the Corporation's accounting policies; the
appointment, terms of engagement and proposed fees of the external auditors; the
impact of permitted non-audit services on the independence of the external
auditors; the external auditors' basis for risk assessment and related audit
scope and audit plan; the post-audit letter of recommendations and management's
response and any disagreements or unresolved issues between the external
auditors and management; and the appropriateness of, and compliance with, the
policies and practices of the Corporation relating to business ethics. At each
meeting, the audit committee meets privately with the external auditors without
management being present.
Corporate Governance Committee
The mandate of the corporate governance committee is to review, report and,
where appropriate, provide recommendations to the board of directors on:
candidates for election to the board of directors; the appointment of the Chief
Executive Officer and other senior officers; directors' remuneration in relation
to current compensation practices; existing management resources and succession
plans for officers and other ranks; the performance of the Chief Executive
Officer and other officers; the Corporation's executive compensation policy;
with respect to management, any proposed changes in organization or personnel,
or changes to the Corporation's pension and benefit plans; and matters of
corporate governance. The corporate governance committee also establishes
management performance criteria and undertakes annual surveys of all directors
to allow each director to assess the effectiveness of the board of directors as
well as to appraise his or her own participation on the board of directors. The
corporate governance committee reports to the board of directors annually on the
assessment by the directors of the effectiveness of the board of directors. The
corporate governance committee also advises the board of directors on policy
with respect to the administration, funding and investment of the pension plan
and fund. The corporate governance committee also generally oversees the
administration and investment of such pension plan and fund. Following BCI's
2003 Annual General Meeting, it is anticipated that the board of directors as a
whole will take on the responsibilities of the corporate governance committee.
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FORM 20-F
55
D. Employees
In addition to the individuals employed worldwide by BCI's companies, BCI
employed at the parent company level approximately 23 employees as at December
31, 2002, compared to 38 as at December 31, 2001 and 92 as at December 31, 2000.
The lower staff level at the end of 2002 is attributable to the reduction in the
scope of BCI's activities.
E. Share Ownership
As at April 30, 2003, the aggregate number of common shares of the
Corporation owned by the Named Executive Officers and the directors of the
Corporation as a group was less than 1% of the total issued and outstanding
common shares.
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
As at the date hereof, BCE directly and indirectly, owns 62.2% of the
issued and outstanding common shares of the Corporation. BCE, together with its
subsidiaries and associated companies, is Canada's largest telecommunications
company. BCE had, on a consolidated basis, revenues of $19.8 billion in 2002 and
had total assets of $39.6 billion and approximately 66,000 employees at December
31, 2002.
The following table sets forth certain information regarding the beneficial
ownership of the common shares of the Corporation by the owners of 5% or more of
the common shares.
-------------------------------- ------------------------------ ----------
Identity of Person or Group Number of Shares Owned % of Shares
-------------------------------- ------------------------------ ----------
3499201 Canada Inc. 22,617,568 56.5
-------------------------------- ------------------------------ -----------
BCE Inc. 2,262,646 5.7
-------------------------------- ------------------------------ -----------
62.2
-------------------------------- ------------------------------ -----------
As at March 21, 2003, the record date of BCI's 2003 Annual General Meeting,
to the extent that the Corporation is aware, there were 111 registered
shareholders of the Corporation in the United States and such shareholders held
approximately 3.24% of the Corporation's common shares.
BCI's major shareholders have no different voting rights from the other
shareholders of the Corporation.
B. Related Party Transactions
BCI has not entered into any material transaction during the last three
fiscal years and is not presently involved in any proposed transaction, to which
it or any of its subsidiaries was or is to be a party, in which any of its
directors or officers or any relative or spouse of such persons or 3499201 had
or is to have a direct or indirect material interest. The Corporation has
however entered into the following agreements with certain related parties:
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FORM 20-F
56
BCE Loan. On September 17, 2001, concurrently with the Corporation entering
into the Credit Facility with a group of lenders, BCE extended the BCE Loan to
BCI in a principal amount of $75 million. The BCE Loan was to mature on April 8,
2002, subject to extension in the event that the maturity date of the Credit
Facility was also extended. Until the Credit Facility was repaid in full and
permanently cancelled, the BCE Loan was subordinated, with respect to the
payment in cash of principal and interest, to all amounts payable under the
Credit Facility and BCI's High Yield Notes due in 2004.
Under the terms of the BCE Loan, BCE was entitled, at its option and at any
time, to demand repayment of the loan through the issuance of BCI common shares
based on a 20-day weighted average trading price of the common shares. On
February 15, 2002, in connection with the Recapitalization Transactions, BCI
repaid the outstanding balance of approximately $78 million of principal and
interest on the BCE Loan through the issuance to BCE of 271,365,570 BCI common
shares. See "Item 4: Information about the Corporation - History and Development
of the Corporation - Recent Developments - 2002 and 2003 - Recapitalization
Transactions".
Commitment Agreement. In connection with BCI's Rights Offering, BCE entered
into a commitment agreement with BCI (the "Commitment Agreement"), effective
November 30, 2001, whereby BCE agreed, among other things, to exercise or cause
to be exercised all of the rights issued to it as well as to take up and pay for
all of the units not otherwise purchased pursuant to the Rights Offering. As a
result of the exercise of its rights under the Commitment Agreement, on February
15, 2002, BCE was issued 2,654,489,176 common shares of BCI.
Also pursuant to the Commitment Agreement, BCE agreed that, to the extent
that immediately after giving pro forma effect to the Recapitalization
Transactions, BCE would beneficially own less than 51.0% of BCI's common shares
on a fully-diluted basis, BCE would subscribe, on February 15, 2002, for the
number of common shares necessary to ensure that BCE's beneficial ownership of
BCI as at February 15, 2002 was not less than 51.0% (the "Top-up Obligation").
Ultimately, on February 15, 2002, BCE's ownership interest in BCI (calculated
for purposes of the Top-up Obligation) was not less than 51.0%, and the Top-up
Obligation expired unexercised.
BCE Option. As part of the Recapitalization Transactions, BCI granted BCE
an option (the "BCE Option"), effective December 7, 2001, giving BCE the
irrevocable right (but not the obligation) to subscribe, at any time and from
time to time, at the then-current market price, from December 7, 2001 to
February 15, 2002, for that number of BCI common shares sufficient to prevent
BCE's ownership in BCI from falling below 51.0% on an issued and fully-diluted
basis. The BCE Option expired unexercised on February 15, 2002.
BCE Participation in BCI Rights Offering. On February 15, 2002, in
conjunction with the closing of other elements of its Recapitalization
Transactions, the Corporation concluded a $440 million Rights Offering to the
holders of its common shares. Under the Rights Offering, BCE subscribed to its
full pro rata share of the Rights Offering, and further subscribed for all
rights not taken up by BCI's minority shareholders.
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FORM 20-F
57
ITEM 8: FINANCIAL INFORMATION
A. Financial Information
See "Item 18: Financial Statements".
B. Legal Proceedings
The Corporation is subject to the following legal proceedings:
Debentureholders Class Action. On April 29, 2002, BCI announced that a
lawsuit had been filed with the Court by certain former holders of BCI's $250
million 6.75% convertible unsecured subordinated debentures, seeking the Court's
approval to proceed by way of class action on behalf of all holders of the 6.75%
debentures on December 3, 2001. The plaintiffs seek damages from BCI and its
directors and BCE up to an amount of $250 million in connection with the
settlement, on February 15, 2002, of the debentures through the issuance of
common shares, in accordance with BCI's Recapitalization Transactions. In
accordance with an agreement reached among the parties to this lawsuit in
December 2002, the Court ordered that this lawsuit be certified as a class
action within the meaning of applicable legislation. The certification order
does not constitute a decision on the merits of the class action and BCI is of
the view that the allegations contained in the lawsuit are without merit and
intends to take all appropriate actions to vigorously defend its position. As
part of the agreement among the parties, the plaintiffs in the class action
abandoned their claim for punitive damages (the statement of claim originating
the lawsuit sought $30 million in punitive damages). The plaintiffs have also
agreed to the dismissal of the class action against BMO Nesbitt Burns Inc., one
of the original defendants in the proceeding. In the event that BCI is not
successful in its defense of the class action lawsuit, BCI's insurers have
indicated that this claim will not be covered by BCI's existing insurance
policies. BCI has indicated that it disagrees with this interpretation and has
reserved its rights to contest such interpretation at a later date.
Although BCI is confident that the allegations are without merit, there can
be no assurance that BCI will be successful in its defense. Furthermore,
regardless of the outcome with respect to the Corporation, BCI has
indemnification arrangements in place with its directors and will therefore bear
the cost of damages in the event, and to the extent, that the claim is
successful against BCI's directors.
Shareholders Class Action. On September 27, 2002 a lawsuit was filed with
the Court by a BCI common shareholder. The plaintiff is seeking the Court's
approval to proceed by way of class action on behalf of all persons who owned
BCI common shares on December 3, 2001. The lawsuit seeks $1 billion in damages
from BCI and BCE in connection with the issuance of BCI common shares on
February 15, 2002 pursuant to BCI's Recapitalization Transactions and the
implementation of the Plan of Arrangement. BCI is of the view that the
allegations contained in the lawsuit are without merit and intends to take all
appropriate actions, including actively contesting the certification of the
lawsuit as a class action, to vigorously defend its position.
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FORM 20-F
58
Although BCI is confident that the allegations are without merit, there can
be no assurance that BCI will be successful in its defense, either in contesting
the certification of the lawsuit as a class action, or ultimately (if necessary)
on the merits of the lawsuit. In the event that BCI is not successful in its
defense of the lawsuit, there is no guarantee that BCI's insurers will agree
that the claim is covered by BCI's existing insurance policies.
Comcel VOIP Indemnification. Pursuant to the Telecom Americas Reorganization
in February 2002, which included the transfer of Comcel from Telecom Americas to
America Movil or its affiliates, BCI agreed to indemnify Comcel for certain
amounts (the details of which are set out below) to the extent Comcel is
required to pay damages as a result of litigation, involving claims of
approximately US$70 million, in respect of the provision by Comcel, between
December 1998 and September 1999, of long distance services through VOIP. BCI
has agreed (i) that BCI shall indemnify Comcel for the initial US$5 million of
damages; (ii) Comcel shall be responsible for damages in excess of US$5 million
up to and including US$7.5 million; and (iii) BCI shall indemnify Comcel for any
damages in excess of US$7.5 million. Comcel is currently appealing the initial
finding that it improperly provided VOIP services. It is not expected that there
will be a hearing of this appeal before the second half of 2003, and any
decision on this appeal is itself subject to further appeal. Comcel's Colombian
counsel believes that, even if unsuccessful in this appeal process, the damage
allegations will be subject to defenses on the merits and that substantially all
of the claims lack a sufficient evidentiary basis. However, there can be no
assurance that Comcel will be successful in its defense.
Threatened Litigation. CDP which, as at December 21, 2001, held in the
aggregate approximately $141 million of BCI's 1999 Debentures, has threatened to
institute legal proceedings or otherwise pursue its claims against BCI, in
connection with its allegations that the Recapitalization Transactions resulted
in inequitable treatment of debenture holders as compared with the holders of
common shares. On October 18, 2002, a notice of appearance was filed with the
Court requesting that all documents produced in connection with the Plan of
Arrangement be served upon CDP. BCI believes the allegations are without merit.
In the event that litigation is commenced, or the claims asserted by other
means, BCI intends to take all appropriate actions to vigorously defend its
position, although there can be no assurance that BCI would be successful in
defending such an action.
The Corporation is also involved in other litigation from time to time in
the ordinary course of its business. In management's opinion, such litigation is
not material to the Corporation's financial condition, results of operations or
cash flows.
ITEM 9: THE OFFER AND LISTING
A. Offer and Listing Details
The following tables set forth the high and low closing prices for the
common shares from 1998 through April 2003. The numbers below have been adjusted
to take into consideration the share consolidation of approximately 120 to 1,
which became effective on July 22, 2002. See "Item 4: Information about the
Corporation - History and Development of the Corporation - Recent Developments -
2002 and 2003 - Plan of Arrangement".
- --------------------------------------------------------------------------------
FORM 20-F
59
The Toronto Stock Exchange
High Low
---- ---
Cdn$ Cdn$
Annual
1998....................................... 4,563.44 1,187.34
1999....................................... 4,227.63 1,775.01
2000....................................... 5,696.81 3,418.09
2001....................................... 3,747.90 93.55
2002....................................... 143.92 0.60
Quarterly 2001
1st quarter................................ 3,747.90 2,336.29
2nd quarter................................ 2,637.32 1,966.90
3rd quarter................................ 1,927.32 580.47
4th quarter................................ 669.22 93.55
Quarterly 2002
1st quarter................................ 143.92 11.39
2nd quarter................................ 13.79 0.60
3rd quarter................................ 3.60 0.60
4th quarter................................ 2.02 1.56
Monthly
November 2002.............................. 2.00 1.60
December 2002.............................. 2.02 1.87
January 2003............................... 2.85 1.94
February 2003.............................. 2.72 2.26
March 2003................................. 2.39 2.15
April 2003................................. 2.30 2.01
The Nasdaq National Market
High Low
---- ---
US$ US$
Annual
1998....................................... 3,147.48 771.88
1999....................................... 2,802.76 1,184.05
2000....................................... 3,851.92 2,023.38
2001....................................... 2,458.03 59.95
2002....................................... 89.93 0.12
- --------------------------------------------------------------------------------
FORM 20-F
60
Quarterly 2001
1st quarter................................ 2,458.03 1,498.80
2nd quarter................................ 1,706.24 1,284.17
3rd quarter................................ 1,340.53 364.62
4th quarter................................ 417.27 59.95
Quarterly 2002
1st quarter................................ 89.93 6.00
2nd quarter................................ 8.99 0.12
3rd quarter................................ 2.04 0.61
4th quarter................................ 1.33 0.99
Monthly
November 2002.............................. 1.33 1.01
December 2002.............................. 1.28 1.19
January 2003............................... 1.89 1.25
February 2003.............................. 1.78 1.56
March 2003................................. 1.62 1.47
April 2003................................. 1.60 1.37
On April 30, 2003 the last reported sale price for the common shares on the
TSX and on Nasdaq was $2.25 and US$1.55, respectively.
B. Plan of Distribution
Not applicable.
C. Markets
The Corporation's common shares are listed for trading on the TSX (symbol
"BI") and on Nasdaq (symbol "BCICF"). The common shares, which were issued at an
offering price of $22.50 (US$16.30) ($2,698.50 or US$1,954.91 taking into
consideration BCI's share consolidation in 2002), began trading on such
exchanges on October 6, 1997. Prior to that date, there was no public market for
the common shares.
D. Selling Shareholders
Not applicable.
- --------------------------------------------------------------------------------
FORM 20-F
61
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10: ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Articles of the Corporation
Meetings of Directors
Quorum
Unless otherwise fixed by the board of directors, three directors shall
constitute a quorum at meetings of the directors.
Conflict
At any meeting of the directors, any question shall be decided by a
majority of the votes cast and, in the case of equality of votes, the chairman
of the meeting shall be entitled to a second or casting vote.
Share Capital
The authorized share capital of the Corporation consists of an unlimited
number of first preferred shares, issuable in series, an unlimited number of
second preferred shares, issuable in series, and an unlimited number of common
shares, all of which classes are without nominal or par value. As at April 30,
2003, the Corporation had 40,000,000 common shares issued and outstanding.
First Preferred Shares
Issuance in Series. The first preferred shares shall be issuable in series
and the board of directors of the Corporation shall have the right, from time to
time, to fix the number of shares in, and to determine the designation, rights,
privileges, restrictions and conditions attaching to, the first preferred shares
of each series subject to the limitations, if any, set out in the articles of
the Corporation.
Rank. The first preferred shares shall rank prior to the second preferred
shares and the common shares with respect to the payment of dividends and in the
event of the distribution or division of the assets of the Corporation upon the
liquidation, dissolution or winding-up of the Corporation. The first preferred
shares in each series shall rank equally with the first preferred shares of any
other series.
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FORM 20-F
62
Voting Rights. Unless the articles of the Corporation otherwise provide
with respect to any series of the first preferred shares, the holders of the
first preferred shares shall not be entitled to receive any notice of or attend
any meeting of shareholders of the Corporation and shall not be entitled to vote
at any such meeting.
Second Preferred Shares
Issuance in Series. The second preferred shares shall be issuable in series
and the board of directors of the Corporation shall have the right, from time to
time, to fix the number of, and to determine the designation, rights,
privileges, restrictions and conditions attaching to, the second preferred
shares of each series subject to the limitations, if any, set out in the
articles of the Corporation.
Rank. The second preferred shares shall rank after the first preferred
shares but prior to the common shares with respect to the payment of dividends
and in the event of the distribution or division of the assets of the
Corporation upon the liquidation, dissolution or winding-up of the Corporation.
The second preferred shares in each series shall rank equally with the second
preferred shares of any other series.
Voting Rights. Unless the articles of the Corporation otherwise provide
with respect to any series of the second preferred shares, the holders of the
second preferred shares shall not be entitled to receive any notice of or attend
any meeting of shareholders of the Corporation and shall not be entitled to vote
at any such meeting.
Common Shares
The common shares shall entitle the holders therof to one vote per common
share at all meetings of shareholders, except meetings at which only holders of
another specified class or series of shares are entitled to vote. There are no
limitations under Canadian corporate law or the articles or by-laws of the
Corporation on the right of owners of common shares who are not residents of
Canada to hold or vote their common shares. The holders of common shares shall
have the right, subject to the rights, privileges, restrictions and conditions
attaching to any series of the first preferred shares and any series of the
second preferred shares of the Corporation, to receive any dividend declared by
the Corporation and the remaining property of the Corporation upon a
dissolution.
C. Material Contracts
Other than the following transactions, the Corporation has not entered into
any material contracts outside the ordinary course of business during the two
years immediately preceding the publication of this annual report:
- --------------------------------------------------------------------------------
FORM 20-F
63
o Recapitalization Transactions (see "Item 4: Information about the
Corporation - Recent Developments - 2002 and 2003 -
Recapitalization Transactions");
o Sale of Telecom Americas (see "Item 4: Information about the
Corporation - Recent Developments - 2002 and 2003 - Sale of
Telecom Americas"); and
o Plan of Arrangement (see "Item 4: Information about the Corporation
- Recent Developments - 2002 and 2003 - Plan of Arrangement").
D. Exchange Controls
Except for the Investment Canada Act (Canada) and Canadian withholding
taxes described below under "Taxation", there are no limitations on the right of
non-residents of Canada or foreign owners to hold or vote the Corporation's
common shares or any of the Corporation's other securities imposed by Canadian
laws or any of the Corporation's constating documents and there are no Canadian
laws, decrees or regulations that restrict the export or import of capital or
affect the remittance of dividends, interest or other payments to holders of any
of the Corporation's securities who are not residents of Canada.
E. Taxation
Canadian Federal Income Taxation
The following discussion is a summary of the material Canadian federal
income tax consequences of the ownership and disposition of common shares by
U.S. Holders, as defined below. It is not intended to be, nor should it be
construed to be, legal or tax advice to any prospective investors, and no
opinion or representation with respect to the income tax consequences to any
such prospective investor is made. It does not take into account the individual
circumstances of any particular investor and does not address consequences
peculiar to any investor subject to special provisions of Canadian federal
income tax law. Prospective investors are urged to consult their own tax
advisors regarding the tax consequences to them of an investment in the common
shares.
This summary takes into account the current provisions of the Tax Act, the
regulations thereunder, all specific proposals to amend the Tax Act publicly
announced prior to the date of this annual report, the Convention between Canada
and the United States of America with respect to Taxes on Income and on Capital
(the "Convention") and the current published administrative practices and
policies of Canada Customs and Revenue Agency. It assumes that all proposals to
amend the Tax Act will be enacted in their present form and otherwise does not
take into account or anticipate changes in the law, whether by way of judicial
decision or legislative action nor does it take into account provincial,
territorial or foreign tax legislation or considerations. This summary is
generally applicable to a person who acquires the common shares and who (i)
throughout the period during which the purchaser owns the common shares, is not
resident in Canada for the purposes of the Tax Act and is a resident of the
United States for the purposes of the Convention, (ii) holds the common shares
as capital property, and (iii) does not use or hold, and is not deemed to use or
hold, such common shares in, or in the course of, carrying on a business in
Canada or providing independent personal services therein (a "U.S. Holder"). The
common shares will generally be considered to be capital property to a U.S.
Holder unless either the U.S. Holder holds those shares in the course of
carrying on a business or the U.S. Holder has acquired those shares in one or
more transactions considered to be an adventure in the nature of trade.
- --------------------------------------------------------------------------------
FORM 20-F
64
This summary is not exhaustive of all potential Canadian income tax
consequences to a U.S. Holder of acquiring, holding or disposing of common
shares.
Dividends paid or credited (or deemed to be paid or credited) by the
Corporation to a U.S. Holder that beneficially owns such dividends generally are
subject to Canadian withholding tax at the rate of (i) 5% of the gross amount of
such dividends if the U.S. Holder is a company that owns at least 10% of the
voting stock of the Corporation, or (ii) 15% of the gross amount of such
dividends in all other cases (reduced from 25% by the Convention).
A U.S. Holder which is a trust, company, organization or other arrangement
generally exempt from income taxation in the United States in a given taxable
year and operated exclusively either (i) to administer or provide pension,
retirement or employee benefits or (ii) to earn income for the benefit of an
organization referred to in (i) shall not be subject to Canadian withholding tax
on dividends paid or credited (or deemed to be paid or credited) by the
Corporation in such year unless such U.S. Holder is related to the Corporation
or receives such dividends in the course of carrying on a trade or business.
Provided that certain administrative procedures are observed by such U.S.
Holder, the Corporation will not be required to withhold such tax from dividends
paid or credited (or deemed to be paid or credited) to such U.S. Holder.
A U.S. Holder will not be subject to tax under the Tax Act on any gain in
respect of the disposition or deemed disposition of common shares unless those
common shares constitute "taxable Canadian property" as defined in the Tax Act.
The common shares generally will not constitute taxable Canadian property to a
U.S. Holder unless the U.S. Holder, persons with whom the U.S. Holder does not
deal at arm's length, or the U.S. Holder and such persons collectively own or
have at any time within the five year period immediately prior to the
disposition collectively owned, 25% or more of the issued shares of any class or
series of the Corporation, including rights to acquire shares. Even if the
common shares are taxable Canadian property to a U.S. Holder, under the
Convention, gains derived by a U.S. Holder from the disposition of common shares
would generally not be taxable in Canada unless the value of the common shares
is derived principally from real property situated in Canada.
No other taxes on income or capital are payable by U.S. Holders in respect
of the common shares or the dividends thereon.
U.S. Federal Income Taxation
The following is a general summary of the material U.S. federal income tax
consequences of the ownership and disposition of the common shares. This
summary applies only to U.S. holders, as defined below, that are beneficial
owners of the common shares and that hold the common shares as "capital assets".
This discussion does not address tax considerations applicable to a U.S.
holder's special circumstances or to U.S. holders that may be subject to
special tax rules. U.S. holders are urged to consult their own tax advisors
with respect to the U.S. federal income tax consequences of the ownership and
disposition of the common shares in light of their own particular circumstances,
as well as the effect of any state, local or non-U.S. tax laws.
- --------------------------------------------------------------------------------
FORM 20-F
65
For the purposes of this summary, a "U.S. holder" is (i) an individual
citizen or resident of the United States for U.S. federal income tax purposes;
(ii) a corporation or other entity treated as a corporation created or organized
in or under the laws of the United States or of any political subdivision
thereof; (iii) an estate, the income of which is subject to U.S. federal income
taxation regardless of the source of such income; or (iv) a trust subject to the
primary supervision of a U.S. court and the control of one or more U.S. persons
or a trust that has elected to be treated as a U.S. person under applicable
Treasury regulations.
Subject to the passive foreign investment company, or PFIC, rules discussed
below, distributions, if any, made with respect to the common shares (including
the amount of any Canadian taxes withheld therefrom) will be included in the
income of a U.S. holder as ordinary dividend income to the extent such
distributions are paid out of the Corporation's current and accumulated earnings
and profits, calculated pursuant to U.S. federal income tax principles.
Distributions in excess of the Corporation's current and accumulated earnings
and profits will be treated as a return of capital to the extent of the U.S.
holder's basis in the common shares and thereafter as capital gain. Subject to
certain conditions and limitations, Canadian taxes withheld from dividend
distributions will be eligible for credit against a U.S. holder's U.S. federal
income tax liability, or, alternatively, a U.S. holder may claim a deduction for
the amount of Canadian taxes withheld. Dividends received with respect to the
common shares will be treated as income from outside the United States, but
generally will be treated as "passive income" (or, in the case of certain
holders, "financial services income") for U.S. foreign tax credit purposes.
Subject to the PFIC rules discussed below, upon the sale, exchange or other
disposition of the common shares, a U.S. holder generally will recognize capital
gain or loss equal to the difference between the amount of cash proceeds and the
fair market value of any property received on the sale, exchange or other
disposition and such U.S. holder's adjusted tax basis in the common shares. Such
capital gain or loss will be long-term capital gain or loss if the U.S. holder's
holding period in the common shares is more than one year at the time of sale,
exchange or other disposition. Long-term capital gains recognized by certain
non-corporate U.S. holders, including individuals, generally will be subject to
a maximum rate of tax of 20%. The deductibility of capital losses is subject to
limitations. Such gain or loss generally will be treated as income or loss from
within the United States for U.S. foreign tax credit purposes.
Special U.S. federal income tax rules apply to U.S. persons owning shares of
a PFIC. The Corporation believes that it may have become a PFIC in 2002 or,
alternatively, will become a PFIC in 2003. The Corporation recommends that U.S.
holders consult their tax advisors regarding the U.S. federal income tax
consequences that will arise if the Corporation is treated as a PFIC.
- --------------------------------------------------------------------------------
FORM 20-F
66
THE FOREGOING DISCUSSION OF CANADIAN FEDERAL INCOME TAXATION AND U.S.
FEDERAL INCOME TAXATION IS OF A GENERAL AND SUMMARY NATURE ONLY AND IS NOT
INTENDED TO BE, NOR SHOULD BE CONSIDERED TO BE, LEGAL OR TAX ADVICE TO ANY
PARTICULAR INVESTOR. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN
TAX ADVISORS AS TO THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMMON SHARES.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
Documents concerning the Corporation referred to in this annual report may
be inspected at the Corporation's headquarters at 1000 De La Gauchetiere Street
West, Suite 1200, Montreal, Quebec, Canada, H3B 4Y8.
The Corporation is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, to the extent
required of Canadian companies, will file periodic reports and other information
with the SEC. All such reports and information may be read and copied at the
public reference facilities listed below. The Corporation intends to give its
shareholders annual reports containing audited financial statements and a report
thereon from its independent chartered accountants and quarterly reports for the
first three quarters of each fiscal year containing unaudited interim financial
information.
Statements made in this annual report on Form 20-F about the contents of
contracts or other documents are not necessarily complete and we refer you to
the copy of such contracts or other documents filed as exhibits to this annual
report.
The Corporation's SEC filings, and the exhibits thereto, are available for
inspection and copying at the public reference facilities maintained by the SEC
in Judiciary Plaza, Room 1024, 450 Fifth Street N.W., Washington, D.C., 20549.
Copies of these filings may be obtained from these offices after the payment of
prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
The Corporation will also provide its shareholders with proxy statements
prepared according to Canadian law. As a Canadian company, the Corporation is
exempt from the Exchange Act rules about prescribing the furnishing and content
of proxy statements to shareholders and is also exempt from the short-swing
profit recovery and disclosure regime of section 16 of the Exchange Act.
I. Subsidiary Information
Not applicable.
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FORM 20-F
67
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
BCI is exposed to credit risk with respect to its temporary investments and
to market risk from changes in interest rates and foreign exchange rates. BCI
intends to hold all financial instruments subject to such risks to maturity.
BCI's investment objective is to preserve capital in order to maximize the
amount which will be ultimately distributed to shareholders under the Plan of
Arrangement.
BCI minimizes its credit risk by only investing in investment grade debt
securities and by limiting its exposure to any one issuer. Interest rate risk
also exists with respect to temporary investments in corporate bonds and
commercial paper as changes in interest rates affect the market value of such
investments. However, as BCI intends to hold such investments to maturity,
interest rate risks exists only with respect to the rates at which such
investments are reinvested at maturity. Foreign exchange rate risk also exists
with respect to temporary investments denominated in U.S. dollars. Temporary
investments in U.S. dollars are held as an economic hedge against the contingent
liability denominated in U.S. dollars relating to the Vespers guarantees which
are not recorded on the balance sheet.
The following is a summary of the corporate bonds and commercial paper
outstanding at December 31, 2002:
- ----------------------------------- ------------- ------------- ------------------------------ --------------------
$ 000's Book Value Fair Value Maturity Dates Yield to Maturity
- ----------------------------------- ------------- ------------- ------------------------------ --------------------
Corporate bonds C$42,690 C$43,179 Feb 24, 2003 - Dec 1, 2003 2.61% - 3.49%
- ----------------------------------- ------------- ------------- ------------------------------ --------------------
Commercial paper (Canadian) C$46,877 C$47,223 Jan 13, 2003 - Apr 16, 2003 2.78% - 2.94%
- ----------------------------------- ------------- ------------- ------------------------------ --------------------
Commercial paper (US) US$36,243 US$36,464 Jan 6, 2003 - Mar 10, 2003 1.54% - 1.81%
- ----------------------------------- ------------- ------------- ------------------------------ --------------------
The interest rate on BCI's High Yield Notes due in September 2004 is fixed.
However, such notes may be repaid prior to maturity at a price equal to the
greater of the principal amount and the "Canada Yield Price", together in each
case with accrued and unpaid interest. The "Canada Yield Price" is calculated
based on the Government of Canada yield plus 1.00%. Whether BCI determines that
it is advantageous to repay the notes prior to maturity depends, among other
things, on the prevailing level of interest rates. In addition, such prepayment
would be subject to Court approval.
As at December 31, 2002, BCI was subject to foreign exchange rate risk on
the AMX Note in the amount of US$170,000,000 which was paid in full at maturity
on March 3, 2003. However, to mitigate this risk BCI also held the FX Option
which permitted the proceeds of the AMX Note to be converted into Canadian
dollars on March 4, 2003 at an exchange rate of 1.5530. At December 31, 2002,
the Canadian dollar value of the AMX Note of $268,532,000 was based on the
foreign exchange rate of 1.5796 at that date. The FX Option, although not "in
the money" at December 31, 2002, had a market value at that date of
approximately $1.2 million. Subsequent to December 31, 2002, the value of the
U.S. dollar declined to a rate of 1.4772 relative to the Canadian dollar such
that if the AMX Note had been converted into Canadian dollars on March 4, 2003,
the proceeds of the AMX Note would have been $251,124,000. However, the value of
the FX Option also increased during this period reflecting the change in foreign
exchange rate and was exercised on March 4, 2003 at the foreign exchange rate of
1.5530 resulting in total proceeds from the AMX Note of $264,010,000.
- --------------------------------------------------------------------------------
FORM 20-F
68
ITEM 12: DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable.
PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15: CONTROLS AND PROCEDURES
A. Evaluation of Disclosure Controls and Procedures
The Corporation's principal executive officer and its principal financial
officer, after evaluating the effectiveness of the Corporation's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c)) within 90 days prior to the filing date of the annual report, have
concluded that, as of such date, the Corporation's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Corporation and its consolidated subsidiaries would be made
known to them by others within those entities.
B. Changes in Internal Controls
There were no significant changes in the Corporation's internal controls or
in other factors that could significantly affect the Corporation's disclosure
controls and procedures subsequent to the date of their evaluation, nor were
there any significant deficiencies or material weaknesses in the Corporation's
internal controls. As a result, no corrective actions were required or
undertaken.
ITEM 16: RESERVED
PART III
ITEM 17: FINANCIAL STATEMENTS
See "Item 18: Financial Statements".
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FORM 20-F
69
ITEM 18: FINANCIAL STATEMENTS
See pages 71 and following for the financial statements filed, together
with the report of the independent auditors, as part of this annual report.
ITEM 19: EXHIBITS
See the Exhibit Index.
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FORM 20-F
70
Auditors' Report
To the Shareholders of
Bell Canada International Inc.
We have audited the consolidated balance sheets of Bell Canada International
Inc. as at December 31, 2002 and 2001 and the consolidated statements of
earnings, deficit and cash flows for each of the years in the three-year period
ended December 31, 2002. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Corporation as at December 31,
2002 and 2001 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2002 in accordance with
Canadian generally accepted accounting principles.
Deloitte & Touche LLP
Chartered Accountants
Montreal, Canada
January 24, 2003, except Note 31, which is as of March 27, 2003
Comments by Auditor on Canada-United States of America Reporting Difference
In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) for the
following:
(i) As discussed in Note 1 to the consolidated financial statements,
the shareholders approved a Plan of Arrangement under the Canada
Business Corporations Act on July 12, 2002. As a result, the
Corporation has changed its basis of accounting, under United
States of America generally accepted accounting principles, from
the going concern basis to the liquidation basis effective June
30, 2002, as described in Note 29 to the consolidated financial
statements; and
(ii) Changes in accounting principles that have a material effect on
the comparability of the Corporation's financial statements, such
as the changes described in Note 2 to the consolidated financial
statements.
Our report to the shareholders dated January 24, 2003 (except Note 31, which is
as of March 27, 2003) is expressed in accordance with Canadian reporting
standards which does not require a reference to such circumstances and events in
the auditors' report when the change is properly accounted for and adequately
disclosed in the financial statements.
Deloitte & Touche LLP
Chartered Accountants
Montreal, Canada
January 24, 2003, except Note 31, which is as of March 27, 2003.
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FORM 20-F
71
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FORM 20-F
C o n s o l i d a t e d B a l a n c e S h e e t s
As at December 31,
(in thousands of Canadian dollars)
- --------------------------------------------------------------------------------------------------------------------
Notes 2002 2001
- --------------------------------------------------------------------------------------------------------------------
Restated
(Note 2c)
Current assets
Cash and cash equivalents $ 2,617 $ 378,204
Temporary investments 3 146,488 -
Notes receivable 5 268,532 42,361
Accounts receivable 6 1,560 162,578
Inventory - 65,192
Prepaid expenses and other current assets 1,317 28,522
-------------- ----------------
420,514 676,857
Investments 7 25,000 -
Fixed assets, net 8 168 1,185,460
Licenses, net 9 - 1,246,233
Deferred charges 10 1,550 87,863
Goodwill 7 - 1,449,129
Other assets - 109,241
-------------- ----------------
$ 447,232 $ 4,754,783
============== ================
Current liabilities
Short-term loan facilities 11 $ $ 931,728
-
Notes payable 12 - 145,510
Accounts payable and accrued liabilities 13 23,304 381,228
Long-term debt due within one year 14 - 661,953
-------------- ----------------
23,304 2,120,419
Long-term debt 14 160,000 1,539,300
Other long-term liabilities 16 - 84,640
Deferred gain 7 - 493,776
Future income taxes 22 - 79,733
-------------- ----------------
183,304 4,317,868
-------------- ----------------
Non-controlling interest - 98,397
-------------- ----------------
Commitments and contingencies 25
Shareholders' equity
Convertible debentures 15 - 436,826
Put option 17 - 174,288
Stated capital 18 10,000 846,101
Contributed surplus 18 1,941,560 -
Deficit (1,687,632) (982,989)
Foreign currency translation adjustment - (135,708)
-------------- ----------------
263,928 338,518
-------------- ----------------
$ 447,232 $4,754,783
============== ================
On behalf of the Board of Directors
H. Brian Thompson William D. Anderson
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FORM 20-F
72
C o n s o l i d a t e d S t a t e m e n t s o f E a r n i n g s
Years ended December 31,
(in thousands of Canadian dollars, except per share amounts)
- --------------------------------------------------------------------------------------------------------------------------
Notes 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
Restated Restated
(Note 2c) (Note 2c)
Revenues $ 231,639 $ 373,929 $ 74,871
Cost of sales 101,472 176,987 48,837
Selling, general and administrative expenses 77,993 139,316 71,384
Depreciation and amortization 72,885 192,782 26,455
---------------- ----------------- --------------
Operating loss from continuing operations (20,711) (135,156) (71,805)
Foreign exchange gain (loss) (64,504) (69,532) 40,162
Interest expense 19 (121,900) (228,387) (93,246)
Loss on investments 20 (412,226) (157,626) (105,175)
Other income 21 1,714 40,671 6,647
---------------- ----------------- --------------
Loss from continuing operations before
non-controlling interest (617,627) (550,030) (223,417)
Non-controlling interest 5,274 24,561 (800)
---------------- ----------------- --------------
Net loss from continuing operations (612,353) (525,469) (224,217)
Discontinued operations 4 652,374 220,022 407,703
---------------- ----------------- --------------
Net earnings (loss) 40,021 (305,447) 183,486
Interest on convertible debentures (3,233) (28,144) (27,483)
---------------- ----------------- --------------
Net earnings (loss) applicable to common shares $ 36,788 $ (333,591) $ 156,003
================ ================= ==============
Net earnings (loss) per common share - basic 18 $ 1.05 $ (506.21) $ 237.09
================ ================= ==============
Net earnings (loss) per common share - diluted 18 $ 1.05 $ (506.21) $ 225.41
================ ================= ==============
Net (loss) from continuing operations per common
share - basic and diluted 18 $ (17.51) $ (840.08) $ (382.52)
================ ================= ==============
C o n s o l i d a t e d S t a t e m e n t s o f D e f i c i t
Years ended December 31,
(in thousands of Canadian dollars)
- --------------------------------------------------------------------------------------------------------------------------
Notes 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
Restated Restated
(Note 2c) (Note 2c)
Deficit, beginning of period, as previously reported $ (870,241) $ (506,669) $ (757,077)
Cumulative effect on prior years of change in accounting
policy for foreign currency
translation (112,748) (142,729) (48,324)
---------------- ---------------- ---------------
Deficit, beginning of period, as restated (982,989) (649,398) (805,401)
Transitional goodwill impairment 2 (732,431) - -
Net earnings (loss) 40,021 (305,447) 183,486
Interest on convertible debentures (3,233) (28,144) (27,483)
Offering costs 18 (9,000) - -
---------------- ---------------- ---------------
Deficit, end of year $ (1,687,632) $ (982,989) $ (649,398)
================ ================ ===============
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FORM 20-F
73
C o n s o l i d a t e d S t a t e m e n t s o f C a s h F l o w s
Years ended December 31,
(in thousands of Canadian dollars)
- --------------------------------------------------------------------------------------------------------------------------
Notes 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
Restated Restated
(Note 2c) (Note 2c)
Operations
Net loss from continuing operations $ (612,353) $ (525,469) $ (224,217)
Items not affecting cash
Loss on investments 20 412,226 157,626 105,175
Depreciation and amortization 72,885 192,782 26,455
Non-controlling interest (5,274) (24,561) 800
Losses on foreign exchange 67,184 72,427 52,724
Accreted interest on long-term debt 31,615 41,889 7,627
Amortization of premium on temporary investments 328 - -
Amortization of discount on notes 7,039 14,344 -
Changes in working capital items 23 (48,057) 42,688 56,799
--------------- -------------- --------------
Cash (used for) provided by continuing operations (74,407) (28,274) 25,363
--------------- -------------- --------------
Investing activities
Notes receivable 110,071 400,934 44,228
Capital expenditures (41,189) (102,609) (36,650)
Other long-term assets (2,440) 8,268 (48,900)
Proceeds from sale of investment in Telecom Americas 226,187 - -
Temporary investments (146,480) 211,718 -
Effect of dilution of joint venture investee (net of cash) - (4,523) -
Reduction in cash and cash equivalents due to
deconsolidation of Telecom Americas (488,867) - -
Acquisition of subsidiaries and joint venture
investees (net of cash) 7 (20,869) (630,648) (440,283)
--------------- -------------- --------------
Cash used for continuing investing activities (363,587) (116,860) (481,605)
--------------- -------------- --------------
Financing activities
Short-term loan facilities (348,503) 387,275 (505,200)
Increase (decrease) in notes payable 121,351 (465,249) 55,439
Addition of long-term debt 177,452 265,023 16,523
Reduction of long-term debt (220,887) (241,657) (53,955)
Issuance of common shares 18 440,242 565 3,853
Other long-term liabilities 16 6,516 47,593 -
Offering costs 18 (9,000) - -
Interest paid on convertible debentures (40,060) (16,876) (16,874)
Amounts distributed to non-controlling interests - (13,134) -
--------------- -------------- --------------
Cash provided by (used for) continuing
financing activities 127,111 (36,460) (500,214)
--------------- -------------- --------------
Foreign exchange gain (loss) on cash held in
foreign currencies (27,567) 10,787 580
--------------- -------------- --------------
Cash (used for) provided by discontinued operations (37,137) 425,331 874,036
--------------- -------------- --------------
Net (decrease) increase in cash and cash equivalents (375,587) 254,524 (81,840)
Cash and cash equivalents, beginning of year 378,204 123,680 205,520
--------------- -------------- --------------
Cash and cash equivalents, end of year $ 2,617 $ 378,204 $ 123,680
=============== ============== ==============
See Note 23 for supplementary cash flow information
- --------------------------------------------------------------------------------
FORM 20-F
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N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
Years ended December 31, 2002, 2001 and 2000
(all tabular amounts are in thousands of Canadian dollars, unless otherwise
stated)
1. Description of business and basis of presentation
Bell Canada International Inc. ("BCI" or the "Corporation") is
operating under a Plan of Arrangement (the "Plan of Arrangement")
approved by the Ontario Superior Court of Justice (the "Court"),
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an expeditious
manner with the ultimate objective of distributing the net proceeds to
its shareholders and dissolving the Corporation. Accordingly, these
financial statements have been prepared on a basis which in the opinion
of management provides useful and relevant information to users of
BCI's financial statements. The consolidated balance sheet at December
31, 2002 reflects BCI's 75.6% interest in Canbras Communications Corp.
("Canbras") and its 27.7% interest in Axtel S.A. de C.V. ("Axtel") as
long-term investments recorded at the lower of carrying value and net
realizable value. BCI's 49.9% interest in Genesis Telecom C.A.
("Genesis") and its 1.4% fully diluted interest in Vesper S.A., Vesper
Sao Paulo S.A. and Vento Ltda. (collectively the "Vespers") have been
previously written off.
In the first quarter of 2002, BCI completed a series of transactions
designed to meet its short term funding requirements to March 2003.
However in the second quarter of 2002, a major default by another
leading Brazilian telecommunications company together with growing
economic uncertainties in Brazil caused Telecom Americas' Ltd.
("Telecom Americas") bank lenders to demand immediate and substantial
reductions in Telecom Americas' short-term debt. Given BCI's inability
to contribute additional funding to Telecom Americas and facing
significant dilution in its interest, BCI determined that its best
course of action was to negotiate a sale of its interest in Telecom
Americas.
For the period from January 1, 2002 until June 30, 2002, the
consolidated statements of earnings and cash flows of BCI primarily
reflect its proportionately consolidated 42% interest in Telecom
Americas. From July 1, 2002, following the sale of BCI's interest in
Telecom Americas, the consolidated statements of earnings and cash
flows reflect only the activities of BCI as a holding company.
PLAN OF ARRANGEMENT
On July 12, 2002 the shareholders and noteholders of BCI approved a
Plan of Arrangement under the Canada Business Corporations Act. Court
approval for the Plan of Arrangement was received on July 17, 2002.
The principal elements of the Plan of Arrangement are as follows:
o Performance by BCI of all its obligations pursuant to the share
purchase agreement to effect the Telecom Americas disposition,
o A share consolidation such that following the consolidation, BCI
would have 40 million shares outstanding (see Note 18);
o With the assistance of a court-appointed monitor, Ernst &
Young Inc., (the "Monitor") and under the supervision of the
Court, BCI's continued management of its remaining assets for
purposes of disposing of such assets in an orderly manner;
o BCI's development, with the assistance of the Monitor, of
recommendations to the Court with respect to the
identification of claims against BCI and a process for
adjudicating and determining such claims;
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
1. Description of business and basis of presentation (cont'd)
o Following the disposition of all the assets of BCI and the
determination and adjudication of all claims against BCI, the
liquidation of BCI and the final distribution to BCI's
shareholders with the assistance of the monitor and the
approval of the Court; and
o Following the liquidation of BCI and the final distribution to BCI's
shareholders, the dissolution of BCI.
On December 2, 2002, the Court approved a claims identification process
for BCI.
The Court also ruled on certain procedural steps with respect to the
class action lawsuit filed by certain former holders of BCI's 6.75%
convertible unsecured subordinated debentures (see Note 25 c). In
accordance with an agreement reached between the parties to this
lawsuit, the Court has ordered that this lawsuit be certified as a
class action within the meaning of applicable legislation. The
certification order does not constitute a decision on the merits of the
class action, and BCI continues to be of the view that the allegations
contained in the lawsuit are without merit and intends to vigorously
defend its position. As part of the agreement among the parties, the
plaintiffs in the class action abandoned their claim for punitive
damages (the statement of claim originating the lawsuit sought $30
million in punitive damages). The plaintiffs also agreed to the
dismissal of the class action against BMO Nesbitt Burns, Inc., one of
the original defendants in the proceeding.
The claims identification process establishes a procedure by which all
claims against BCI will be identified within a specified period. This
period will begin following the Court's decision with respect to the
certification as a class action of the lawsuit filed by a BCI
shareholder (see Note 25 d), which certification decision is expected
in the second quarter of 2003. BCI intends to contest the certification
of the BCI shareholder's action.
Following the period for the identification of claims, it is expected
that the Court, upon the advice of the Monitor, will make further
orders with respect to the timing, determination and resolution of the
identified claims.
BCI RECAPITALIZATION
On February 15, 2002, BCI completed a substantial portion of a
Recapitalization Plan (the "Recapitalization Plan") to enable the
Corporation to meet its then short-term funding obligations and avoid
immediate demands for repayment of other indebtedness. The
Recapitalization Plan included the following:
o A rights offering to holders of its common shares for gross
proceeds of approximately $440 million;
o Settlement of obligations totalling approximately $478 million
by the issuance of BCI common shares. These obligations
included principal in the amount of $400 million owing under
the Corporation's convertible unsecured subordinated debentures
and principal and interest in the amount of $78 million owing
to BCE Inc. ("BCE") pursuant to a convertible loan;
o The intention to settle a put option by the issuance of BCI
common shares upon receipt of the put exercise notice (see Note
17); and
o The amendment and restatement of BCI's existing credit facility
on March 8, 2002 in the reduced amount of $230 million but
with an extended maturity to March 8, 2003.
- --------------------------------------------------------------------------------
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S t a t e m e n t s
- --------------------------------------------------------------------------------
1. Description of business and basis of presentation (cont'd)
Proceeds of the rights offering were used to pay the accrued interest
owed to holders of the convertible debentures in the amount of
approximately $40 million and reduce outstanding indebtedness under the
credit facility by an amount of approximately $170 million.
Approximately $150 million was used to fund BCI's equity commitments to
Telecom Americas, of which $120 million was used to fund a portion of
the first payment due April 9, 2002 under the promissory notes issued
in connection with the Tess S.A. ("Tess") acquisition (see Note 7 h)
(the "Tess Notes"). The remaining proceeds were used for general
corporate and investment purposes.
TELECOM AMERICAS REORGANIZATION
In order to address the funding requirements of Telecom Americas, on
February 8, 2002, BCI concluded a reorganization (the "Reorganization")
of Telecom Americas with its partners America Movil S.A. de C.V.
("America Movil") and SBC International, Inc. This resulted in Telecom
Americas becoming a company focused exclusively on the provision of
mobile wireless services in Brazil, with reduced consolidated
indebtedness.
The Reorganization included the following transactions:
o Telecom Americas transferred its 77.1% indirect interest in
Comunicacion Celular S.A. - Comcel S.A. ("Comcel") to America Movil;
o America Movil transferred cash of US$80 million and its 41% indirect
interest in ATL-Algar Telecom Leste S.A. ("ATL") to Telecom Americas;
o Telecom Americas distributed its 75.6% indirect interest in Canbras to
BCI;
o Telecom Americas distributed its 59.1% interest in Genesis Telecom
C.A. ("Genesis") equally to BCI and America Movil; and
o Telecom Americas distributed its 60% indirect interest in Techtel-LMDS
Comunicaciones Interativas S.A. ("Techtel") to America Movil.
2. Summary of significant accounting policies
These consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles
("GAAP"). The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
a) INVESTMENTS
As a result of the adoption of the Plan of Arrangement, the
operations of the Corporation are limited to the execution of
the Plan of Arrangement. Accordingly, as of June 30, 2002
BCI's 75.6% interest in Canbras and its 27.7% interest in
Axtel, its remaining investments as of that date, are recorded
at the lower of carrying value and net realizable value. The
Corporation's investments in Genesis and the Vespers were
previously written off.
Prior to July 1, 2002, the financial statements of the
entities which were controlled by the Corporation were
consolidated; entities which were jointly controlled by the
Corporation, referred to as joint ventures, were accounted for
using the proportionate consolidation method; associated
companies, which the Corporation has the ability to
significantly influence, were accounted for using the equity
method; investments in other companies were accounted for
using the cost method.
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S t a t e m e n t s
- --------------------------------------------------------------------------------
2. Summary of significant accounting policies (cont'd)
b) REVENUE RECOGNITION
Revenues from airtime, monthly fixed charges, prepaid cards,
and cable subscriber fees were recognized when services were
provided. Revenues from sales of equipment were recognized
upon shipment to third party distributors or direct sales to
subscribers. Activation revenues were deferred and amortized
over the expected period of benefit.
c) TRANSLATION OF FOREIGN CURRENCIES
Effective January 1, 2002, the Corporation adopted the
recommendations of the Canadian Institute of Chartered
Accountants (the "CICA") Handbook Section 1650, "Foreign
Currency Translation": The amended recommendations require
that all unrealized translation gains and losses on assets and
liabilities denominated in foreign currencies be included in
earnings for the year, including gains and losses on long-term
monetary assets and liabilities, such as long-term debt, which
were previously deferred and amortized on a straight-line
basis over the remaining lives of the related items. These
amendments were applied retroactively with restatement of
prior periods. As a result of this change in accounting
policy, opening deficit at January 1, 2002, 2001 and 2000
increased by $112,748,000, $142,729,000, and $48,324,000
respectively, deferred charges decreased by $112,071,000
non-controlling interest decreased by $677,000 and net loss
decreased by $29,981,000 for 2001 and net earnings decreased
by $94,405,000 in 2000.
Assets and liabilities denominated in foreign currencies are
translated at exchange rates in effect at the balance sheet
dates. Revenues and expenses are translated at average
exchange rates prevailing during the period.
Self-sustaining subsidiaries and joint venture investees whose
economic activities were largely independent of the
Corporation were accounted for under the current-rate method.
Under this method, assets and liabilities of subsidiaries and
joint venture investees denominated in a foreign currency were
translated into Canadian dollars at exchange rates in effect
at the balance sheet dates. Revenues and expenses were
translated at average exchange rates prevailing during the
period. Resulting unrealized gains or losses were accumulated
and reported as foreign currency translation adjustment in
shareholders' equity.
Subsidiaries and joint venture investees which are financially
or operationally dependent on the Corporation or operate in
highly inflationary environments were accounted for under the
temporal method. Under this method, monetary assets and
liabilities were translated at the exchange rates in effect at
the balance sheet dates. Non-monetary assets and liabilities
were translated at historical rates. Revenues and expenses
were translated at average rates for the period. Translation
exchange gains or losses of such subsidiaries and joint
venture investees were reflected in net earnings.
The Corporation used the current-rate method of translation
for all of its subsidiaries and joint venture investees except
for Canbras and its subsidiaries, which was translated using
the temporal method.
d) CASH AND CASH EQUIVALENTS
Cash and cash equivalents represent cash and highly-liquid
investments with an initial maturity of three months or less
at the date of acquisition.
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- --------------------------------------------------------------------------------
2. Summary of significant accounting policies (cont'd)
e) TEMPORARY INVESTMENTS
Temporary investments consist of investment grade bonds and
commercial paper with an initial maturity date greater than
three months at the date of acquisition which the Corporation
intends to hold to maturity. The temporary investments are
carried at cost with discounts or premiums arising on purchase
amortized to maturity.
f) INVENTORY
Inventory consisted mainly of mobile telephones held for
resale and was recorded at the lower of weighted average cost
or market.
g) FIXED ASSETS
Fixed assets are recorded at cost and are depreciated or
amortized over their expected useful lives, using principally
the straight-line method. The annual depreciation and
amortization rates by fixed asset category are as follows:
Buildings 20 - 25 years
Network equipment 3 - 15 years
Office and other equipment 2 - 10 years
Leasehold improvements 5 - 10 years
Costs that were directly attributable to the construction of a
network, including materials, direct labour, construction
overhead and interest were capitalized and were included in
network equipment.
h) LICENSES
Licenses were recorded at cost and were amortized over their
terms ranging from 15 to 20 years using the straight-line
method.
i) HANDSET SUBSIDIES
The excess of cost over the selling price of handsets was expensed
upon subscriber activation.
j) DEFERRED CHARGES
Deferred charges are comprised of deferred financing costs and
also previously included development costs, pre-maturity
costs, deferred losses from discontinued operations.
Deferred financing costs at December 31, 2002, consist of
unamortized costs associated with the issuance of the 11%
Senior Unsecured Notes. These costs are being amortized on a
straight-line basis over the five-year term of the notes.
Deferred development costs consisted of certain interest,
operating and overhead costs incurred during the development
stage. The development stage ends when the business is ready
to commence commercial operations.
In the case of the Corporation's cable operations, upon
completion of the development period, a pre-maturity period
begins. Pre-maturity costs consisted of certain interest,
operating and overhead costs incurred during the pre-maturity
period. The pre-maturity period ends at the earlier of two
years after the commencement of operations or upon obtaining a
pre-determined subscriber level.
Deferred development and pre-maturity costs were amortized on
a straight-line basis over periods not exceeding ten years
commencing upon completion of the development period.
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S t a t e m e n t s
- --------------------------------------------------------------------------------
2. Summary of significant accounting policies (cont'd)
k) GOODWILL AND BUSINESS COMBINATIONS
Goodwill represents the excess of the purchase price over the
estimated fair values of the net assets of subsidiaries and
joint venture investees at the dates of acquisition.
Effective January 1, 2002, the Corporation adopted the
recommendations of the CICA; Handbook Sections 1581, "Business
Combinations", and 3062 "Goodwill and Other Intangible
Assets". These recommendations require that all business
combinations be accounted for using the purchase method and
for acquisitions completed after June 30, 2001 any resulting
goodwill no longer be amortized. In addition, goodwill and
intangible assets with an indefinite life is no longer
amortized to earnings but is subject to an annual impairment
test. The Corporation completed its goodwill impairment test
as of January 1, 2002 and determined goodwill relating to its
Telecom Americas reporting unit was impaired. In accordance
with the transitional provisions of Section 3062, $732,431,000
was charged to opening deficit. For the years ended December
31, 2001 and 2000 goodwill amortization amounted to
$71,003,000 and $3,987,000 respectively.
l) STOCK-BASED COMPENSATION PLANS
The CICA issued Handbook Section 3870, "Stock-based
Compensation and other Stock-based Payments": These
recommendations establish standards for the recognition,
measurement and disclosure of stock-based compensation made in
exchange for goods and services. The standard requires that
compensation for all awards made to non-employees and certain
awards made to employees, including stock appreciation rights,
direct awards of stock and awards that call for settlement in
cash or other assets, be measured and recorded in the
financial statements at fair value, and encourages, but does
not require, the use of the fair value method for all other
types of stock-based compensation plans. This Section applies
to awards granted by the Company on or after January 1, 2002.
The Corporation, as permitted by Handbook Section 3870, has
chosen to continue to account for stock-based employee
compensation using the intrinsic value method. Accordingly,
compensation cost for common share options is measured as the
excess, if any, of the quoted market price of the
Corporation's common shares at the date of grant over the
amount an employee must pay to acquire the common shares.
There have been no grants of stock options on or after January
1, 2002.
The Corporation has three principal stock-based compensation
plans, the BCI Long-Term Incentive (Stock Option) Program
(1997) and (2000), Performance Share Units ("PSUs") Plan and
the Employee Savings Plan ("ESP").
A compensation expense is recognized for BCI's matching
contribution under the ESP. Any consideration paid by
employees on the exercise of BCI stock options or purchase of
BCI stock is credited to share capital of the Corporation.
Certain executives and other key employees of the Corporation
have been granted stock options to purchase common shares of
BCE under the BCE Long-Term Incentive (Stock Option) Programs.
Special Compensation Payments ("SCPs") may be attached to
these options. The amount of SCP is accrued over the vesting
period while rendering services at BCI.
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2. Summary of significant accounting policies (cont'd)
m) IMPAIRMENT OF LONG-LIVED ASSETS
The Corporation evaluates the carrying value of its long-lived
assets on an ongoing basis. In order to determine whether an
impairment exists, management considers the undiscounted cash
flows estimated to be generated by those assets as well as
other indicators. Any permanent impairment in the carrying
value of assets is charged against earnings in the period an
impairment is determined.
n) INCOME TAXES
Future income taxes relate to the expected future tax
consequences of differences between the carrying amount of
balance sheet items and their corresponding tax values. Future
tax assets are recognized only to the extent that, in the
opinion of management, it is more likely than not that the
future income tax assets will be realized. Future income tax
assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment or substantive
enactment.
o) POSTRETIREMENT BENEFITS
BCI maintains non-contributory defined benefit plans that
provide for pensions for substantially all its employees based
on length of service and rate of pay, as well as other
retirement benefits such as certain health care and life
insurance benefits on retirement and various disability plans,
workers' compensation and medical benefits to former or
inactive employees, their beneficiaries and covered dependants
after employment but before retirement, under specified
circumstances.
BCI accrues its obligations under employee benefit plans and
the related costs, net of plan assets. Pension costs and other
retirement benefits earned by employees are actuarially
determined using the projected benefit method pro rated on
service and based on management's best estimate of expected
plan investment performance, salary escalation, retirement
ages of employees and expected health care costs. Pension plan
assets are valued at fair value. The plan assets are also
valued at fair value for the purpose of calculating the
expected return on plan assets. Past service costs arising
from plan amendments are amortized on a straight-line basis
over the average remaining service period of the employees
active at the date of amendment. The excess of the net
actuarial gain (loss) over the greater of the benefit
obligation and the fair value of plan assets is amortized over
the average remaining service period of active employees.
3. Temporary Investments
During 2002, the Corporation purchased investment grade bonds in the amount
of $42,690,000 with a face value of $41,558,000. The premium of $1,132,000
is being amortized over the remaining term to maturity. The bonds mature
at varying dates from February 24, 2003 to December 1, 2003 and bear
interest semi-annually at rates ranging from 5.4% to 8.55%. The effective
yields on the bonds range from 2.61% to 3.49%. At December 31, 2002 the
estimated fair value of the bonds amounted to $43,179,000. During 2002,
the Corporation also purchased investment grade commercial paper
denominated in Canadian dollars and in US dollars in the amount of
$46,877,000 and $56,914,000 (US$36,243,000) respectively. The commercial
paper matures at varying dates from January 6, 2003 to April 16, 2003. The
effective yields on the commercial paper range from 2.78% to 2.94% on the
Canadian dollar denominated commercial paper and from 1.54% to 1.81% on
the US dollar denominated commercial paper. At December 31, 2002 the
estimated fair value of the commercial paper amounted to $104,821,000.
- --------------------------------------------------------------------------------
FORM 20-F
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S t a t e m e n t s
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4. Discontinued operations
Discontinued operations were comprised of:
SPANISH AMERICAS MOBILE, SPANISH AMERICAS BROADBAND AND BRAZIL BROADBAND
Effective December 31, 2001, the Corporation adopted a formal plan of
disposal for all its operations in the Spanish Americas Mobile (Comcel),
Spanish Americas Broadband (Techtel and Genesis) and Brazil Broadband
(Canbras) business segments. Effective February 8, 2002, Comcel was
disposed of at management's best estimate of fair value and Genesis and
Techtel were written-down to fair value as part of the Reorganization.
Regulatory approval for the distribution of Techtel was received during
May 2002 and accordingly it was distributed in accordance with the
Reorganization. As at December 31, 2002, the Corporation held an
effective approximate 49.9% economic interest in Genesis which is
recorded at zero fair value. As of December 31, 2002, the Corporation
continues to to hold a 75.6% interest in Canbras (see Note 7).
ASIA MOBILE
On February 23, 2001, the Corporation sold its 20% economic interest in KG
Telecommunications Co. Ltd. ("KG Telecom"), its remaining operation in its
Asia Mobile business segment.
LATIN AMERICA CLEC
Effective March 31, 2001, the Corporation adopted a formal plan of
disposal for all of its operations included in its Latin America CLEC
business segment which was comprised, at the time of Axtel as well as
the Vespers. On September 30, 2001, the Corporation wrote-off its
investment in the Vespers resulting in a loss of $86,486,000. As at
December 31, 2002, the Corporation continued to hold an approximate
1.4% fully diluted economic interest in the Vespers. As of December 31,
2002 the Corporation continued to hold a 27.7% economic interest in
Axtel (see Note 7).
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4. Discontinued operations (cont'd)
Years ended December 31
---------------------------------------------------
2002 2001 2000
--------------- -------------- -------------
Revenues applicable to discontinued operations, $
excluded from consolidated revenues - $ 288,752 $ 790,100
- --------------------------------------------------------------------------------------------------------------------------
Operating loss from discontinued operations, net of -
tax: (229,844) (661,917)
Gain on sale of investment in KG Telecom, (net of applicable
income taxes of $44,522,000) (see Note 7d) - 502,140 -
Write-off of Vespers - (86,486) -
Amortization of deferred gain (see Note 7) - 34,212 2,850
Net gain on Reorganization (see Note 7) 692,212 - -
Loss on write-down of investments (see Note 7) (108,601) - -
Loss on write-off of deferred charge (see Note 17) (15,898) - -
Reversal of future income tax liabilities (a) 79,733 - -
Gain on sale of investment in Hansol (net of applicable
income taxes of $82,186,000 (see Note 7q) - - 1,066,770
Other 4,928 - -
- ------------------------------------------------------- ------- ---- --------------- -- -------------- --- -------------
Net earnings (loss) from discontinued operations $ 652,374 $ 220,022 $ 407,703
- ------------------------------------------------------- ------- ---- --------------- -- -------------- --- -------------
(a) Management believes that it is no longer necessary to maintain a provision
for future income taxes of $79,733,000, originally recorded on the
disposition of companies treated as discontinued operations.
Amounts related to the discontinued operations included in the consolidated
balance sheets are as follows:
2002 2001
--------------- --------------
Current assets $ $ 133,774
-
Fixed assets, net - 524,709
Licenses, net - 230,060
Goodwill - 175,987
Other assets - 137,729
--------------- --------------
- 1,202,259
Current liabilities - 293,455
Long-term debt - 579,421
Deferred gain - 423,497
--------------- --------------
Total liabilities - 1,296,373
--------------- --------------
Non-controlling interest - 48,714
=============== ==============
Net assets (liabilities) $ - $ (142,828)
=============== ==============
Cash flows from discontinued operations are as follows:
Years ended December 31
---------------------------------------------------
2002 2001 2000
--------------- -------------- -------------
Operating activities $ 7,357 $ (328,076) $ (135,715)
Investing activities (61,567) 502,262 569,834
Financing activities 18,062 252,838 438,846
Foreign exchange (loss) gain on cash held in foreign currencies (989) (1,693) 1,071
--------------- -------------- -------------
Cash flows from discontinued operations $ (37,137) $ 425,331 $ 874,036
=============== ============== =============
- --------------------------------------------------------------------------------
FORM 20-F
83
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
5. Notes receivable
2002 2001
-------------- --------------
Amount receivable from America Movil (US$170,000,000) (see Note 7) $ 268,532 -
Other third parties - bearing interest at various rates (1) - 42,361
-------------- --------------
$ 268,532 $ 42,361
============== ==============
(1) Included in the amount is $34,786,000 which represents notes
receivable from Telecom Americas net of BCI's interest in such notes.
6. Accounts receivable
2002 2001
-------------- --------------
Third parties
Customers $ - $ 135,034
Others 1,989 38,272
-------------- --------------
1,989 173,306
Allowance for doubtful accounts (429) (10,728)
-------------- --------------
Net $ 1,560 $ 162,578
============== ==============
7. Investments
During the years ended December 31, 2002, 2001 and 2000 the Corporation
completed many acquisitions and divestitures.
The results of operations for each of the acquisitions are included in
the consolidated statements of earnings as of the effective date of
acquisition. Each acquisition was accounted for using the purchase
method.
2002
As of December 31, 2002, investments are comprised of the Corporation's
investments in Axtel and Canbras carried at an aggregate value of $25
million. The Corporation's investments in Vespers and Genesis have been
previously written off.
As at June 30, 2002 the Corporation recorded a $339,327,000 write-down
(see Note 20) of its investment in Telecom Americas to net realizable
value. On July 24, 2002, the Corporation completed the sale of its
interest in Telecom Americas (see below).
The Corporation's investments in Axtel and Canbras are recorded at the
lower of carrying value and net realizable value. As at June 30, 2002,
the Corporation recorded a write-down in the amount of $108,601,000
(see Note 4), included in discontinued operations. As of December 31,
2002, the Corporation's management assessed that the decline in value
of its investments in Canbras and Axtel was other than a temporary
decline taking into account the prevailing market conditions. As a
result, the Corporation recorded an additional write-down in the amount
of $71,627,000, included in loss on investments.
Management's best estimate of the net realizable value of Canbras and
Axtel is dependent on many factors, many of which are outside of its
control. As a result, the actual amount BCI ultimately realizes may be
materially different than the amounts at which they are currently
recorded. The factors influencing management's best estimate of net
realizable value include the timing of BCI's disposition of its
interest in each of these companies; the political, economic and
financial conditions currently prevailing in Brazil; the weakness of
the Brazilian real relative to the Canadian dollar; and Axtel's debt
restructuring discussions (see Note 31 b) ).
- --------------------------------------------------------------------------------
FORM 20-F
84
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
7. Investments (cont'd)
TELECOM AMERICAS DISPOSITION
BCI's interest in Telecom Americas was effectively reduced to 34.2% on
June 3, 2002, upon the contribution of equity to Telecom Americas by
America Movil. As a result, BCI ceased to jointly control Telecom
Americas and accordingly, as at May 31, 2002 commencing with financial
results for the month of June, ceased to account for its investment in
Telecom Americas using the proportionate consolidation method and
accounted for the investment at the lower of the carrying value and net
realizable value.
Pursuant to a share purchase agreement announced on June 3, 2002, BCI
completed the sale of its investment in Telecom Americas on July 24,
2002 to America Movil, for approximately US$366,000,000 and realized no
further gain or loss in addition to the writedown that had been
recorded as at June 30, 2002.
The principal terms of the Telecom Americas Disposition were as
follows:
o On the closing date, July 24, 2002, America Movil satisfied the
purchase price with a cash payment in an amount of approximately
US$146 million and, through a subsidiary, issued a US$220 million
non-interest bearing unsecured promissory note due March 1, 2003
(the "AMX Note"). The AMX Note is guaranteed by America Movil and
its principal operating subsidiary, Radio-movil Dipsa, S.A. de
C.V. (Telcel); and
o Release of BCI, effective as of the Closing Date, from its
obligations under the Tess Notes Guarantee and the ATL Guarantee
in the aggregate amount of approximately US$250 million.
On July 25, 2002, BCI purchased a foreign currency option (the "FX
Option") to protect against adverse currency fluctuation related to the
US dollar denominated AMX Note. The FX Option will ensure that the
proceeds from the AMX Note are converted into Canadian dollars at an
exchange rate of not less than 1.5530.
On September 26, 2002, America Movil repurchased US$50 million of the
AMX Note. Proceeds to the Corporation were US$47.4 million, net of a
discount for early prepayment (see Note 20). In connection with the
repurchase, the Corporation sold a US$50 million portion of the FX
Option. The FX Option is recorded as a prepaid expense and
marked-to-market at each balance sheet date with any resulting gain or
loss included in results of operations. As at December 31, 2002,
prepaid expenses and other current assets included an amount of
$1,206,000 related to the FX option.
INVESTMENTS IN SUBSIDIARIES AND JOINT VENTURE INVESTEES
a) As a result of the Reorganization (see Note 1), BCI recorded a net
gain of $692,212,000 (see Note 4), which is included in
discontinued operations, and additional goodwill of $262,957,000
resulting from the Corporation's increased interest in ATL.
b) On March 6, 2002, Telecom Americas acquired an additional 0.74%
economic interest in Americel for cash consideration of
US$3,446,000. As a result of this transaction, BCI acquired an
effective 0.31% economic interest in Americel for $2,274,000
(US$1,436,000) resulting in an increase in its effective economic
interest from 31.95% to 32.26%.
c) In April 2002, the Corporation acquired an additional 0.34%
economic interest in Telecom Americas for cash consideration of
$120,503,000 (US$75,593,000) and loan conversions of $89,693,000
(US$56,418,000) resulting in additional goodwill of $9,122,000.
- --------------------------------------------------------------------------------
FORM 20-F
85
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
7. Investments (cont'd)
2001
The allocation of the purchase price to the estimated fair value of net
assets acquired is as follows:
ATL (f) Americel (g) Telet (g) Tess (h) Techtel (i) Axtel (j) Total
- ------------------------------------------------------------------------------------------------------------------------------------
Current assets
(including cash of $ 141,120 $ 32,173 $ 23,893 $74,346 $11,280 $30,043 $ 312,855
$198,998,000)
Fixed assets 85,099 86,631 121,140 205,276 61,233 2,078 561,457
License 55,972 80,055 510,110 16,842 235 913,075
249,861
Other assets 6,613 458 1,581 3,747 23,230 126 35,755
- ------------------------------------------------------------------------------------------------------------------------------------
175,234 226,669 793,479 112,585 32,482 1,823,142
482,693
Less:
Current liabilities 33,700 147,646 170,909 365,792 10,960 305 729,312
Long-term debt 41,629 57,070 272,645 34,316 2,048 643,371
235,663
Non-controlling interest - - - 26,923 - 116,939
90,016
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) (14,041) (1,310) 155,042 40,386 30,129 333,520
acquired 123,314
Goodwill 84,581 204,243 174,377 462,297 95,080 2,287 1,022,865
- ------------------------------------------------------------------------------------------------------------------------------------
Consideration paid $ 207,895 $ 190,202 $173,067 $617,339 $ 135,466 $ 32,416 $ 1,356,385
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwill amortization 12 years 11 years 11 years 12 years N/A N/A
period
d) On February 23, 2001 the Corporation sold its 20% economic
interest in KG Telecom for gross cash proceeds of $785,000,000,
resulting in a gain of $546,662,000 before income taxes of
$44,522,000 (see Note 4).
e) On February 28, 2001 Canbras completed a rights offering amounting
to $99,105,000. Telecom Americas exercised all rights issued to
it, as well as all remaining rights which were unexercised at the
expiry of the offering, for a total investment of $81,575,000 and
which resulted in an increase of its economic interest in Canbras
from 70.7% to 75.6%. As a result of BCI's then 44.3% economic
interest in Telecom Americas, BCI indirectly invested $36,120,000
in Canbras and increased its effective economic interest in
Canbras from 31.3% to 33.5%.
f) On March 27, 2001, Telecom Americas invested US$300,000,000 in ATL
increasing its total economic interest from 50% to 59% and changed
its basis of accounting for ATL from proportionate consolidation
to full consolidation as of that date. As a result of this
transaction, BCI indirectly invested $207,895,000 (US$132,831,000)
in ATL and increased its effective economic interest in ATL from
22.1% to 26.1%.
g) On March 30, 2001, Telecom Americas acquired an additional 16.3%
economic interest in each of Americel and Telet for an aggregate
purchase price of US$153,311,000. As a result of this transaction,
BCI acquired an effective additional 7.2% economic interest in
both companies for $107,076,000 (US$67,882,000) resulting in an
increase in its effective economic interest in each company from
7.2% to 14.4%.
On September 25, 2001, Telecom Americas acquired an additional
42.71% and 43.44% economic interest in each of Americel and Telet
respectively for an aggregate purchase price of US$376,654,000
including acquisition costs and changed its basis of accounting
for Americel and Telet from proportionate consolidation to full
consolidation as of that date. As a result of this transaction,
BCI acquired an effective additional 17.8% and 18.1% economic
interest in Americel and Telet, respectively, for an aggregate
purchase price of $246,627,000 (US$156,746,289) resulting in an
increase in its effective economic interest from 14.4% to 31.4%
and 14.4% to 31.7% in Americel and Telet, respectively.
- --------------------------------------------------------------------------------
FORM 20-F
86
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
7. Investments (cont'd)
On December 5, 2001, Telecom Americas acquired an additional 1.31%
and 1.47% in Americel and Telet, respectively for an aggregate
purchase price of US$14,612,000. As a result of this transaction,
BCI acquired an effective additional 0.55% and 0.61% economic
interest in Americel and Telet respectively for $9,566,000
(US$6,088,820) resulting in an increase in its effective economic
interest from 31.4% to 31.95% and 31.7% to 32.31% in Americel and
Telet, respectively.
h) On April 9, 2001, Telecom Americas acquired, for total
consideration of approximately US$950,000,000 a 100% economic
interest in Tess, one of two B Band cellular companies operating
in the Brazilian state of Sao Paulo. The consideration consisted
of US$318,725,000 in cash and US$631,275,000 in notes payable,
which had an estimated fair value of US$571,275,000 resulting in
an effective purchase price of approximately US$890,000,000. As a
result, BCI acquired a 44.3% effective economic interest in Tess
for $617,339,000 (US$394,663,000).
i) On August 31, 2001, Telecom Americas acquired, for a total
consideration of US$210,050,000 a 60% economic interest in
Techtel, an Argentine broadband company. Techtel was contributed
to Telecom Americas by America Movil in exchange for shares
pursuant to the joint venture agreement entered into in November
2000. As a result, BCI acquired a 25% effective economic interest
in Techtel for $135,466,000 (US$87,528,000).
j) During 2001, the Corporation invested $32,416,000 in Axtel resulting
in an increase in its economic interest from 27.4% to 27.67%.
k) During 2001, Telecom Americas invested amounts totaling
US$187,117,000 in Comcel resulting in an increase in its economic
interest from 68.5% to 77.1%. As a result, BCI indirectly invested
$126,183,000 in Comcel and increased its effective economic
interest from 30.3% to 32.1%.
l) During November 2001, Telecom Americas invested US$14,471,000 in
Genesis resulting in an increase in its economic interest from
51.0% to 59.06%. As a result, BCI indirectly invested $9,083,000
in Genesis and increased its effective economic interest from
21.3% to 24.6%.
m) During 2001, the Corporation also made cash investments in the
aggregate of $66,759,000 to fund its pro-rata share of its joint
venture investees' operations. These investments did not change
the Corporation's economic interest in such operations.
2000
On November 16, 2000, BCI entered into a joint venture agreement with
America Movil and SBC to form Telecom Americas. BCI and America Movil
each held an initial 44.3% interest in Telecom Americas while SBC held
an 11.4% interest. Assets were contributed to Telecom Americas as
follows:
i) BCI contributed its Latin American investments, other than the
Vespers and Axtel, and promissory notes payable in the amount
of US$964,140,000; and
ii) America Movil and SBC contributed their respective equity
interests in ATL and America Movil contributed to Telecom
Americas US$164,950,000 in cash, US$1,007,500,000 in
promissory notes payable and a US$180,050,000 commitment to
contribute its 60% economic interest in the Argentine
broadband company, Techtel.
BCI recorded a gain of $530,333,000 on the contribution of its
investments at fair value, which is being deferred and
amortized on a straight-line basis over the remaining life of
the underlying net assets contributed to the joint venture of
approximately 13 years. BCI recorded goodwill amounting to
$568,830,000 resulting from the contribution of ATL at fair
value which is being amortized on a straight-line basis over
approximately 12 years.
- --------------------------------------------------------------------------------
FORM 20-F
87
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
7. Investments (cont'd)
Prior to the formation of Telecom Americas, the allocation of the
purchase price to the estimated fair value of net assets acquired
during 2000 was as follows:
Telet (n) Americel (o) Vento (p) Total
----------------------------------------------------------------------------------
Current assets
(including cash of $3,541 $ 5,280 $ 267 $ 9,088
$116,000)
Fixed assets 1,055 932 625 2,612
License 1,231 819 - 2,050
Other assets 10 2 - 12
----------------------------------------------------------------------------------
5,837 7,033 892 13,762
Less:
Current liabilities 708 806 213 1,727
Long-term debt 1,413 590 - 2,003
----------------------------------------------------------------------------------
Net assets acquired 3,716 5,637 679 10,032
Goodwill 514 940 8,663 10,117
----------------------------------------------------------------------------------
Consideration paid $4,230 $ 6,577 $9,342 $ 20,149
----------------------------------------------------------------------------------
Goodwill amortization 13 years 12 years 5 years
period
n) In January 2000, the Corporation acquired an additional 0.33%
economic interest in Telet for cash consideration of $4,230,000.
o) In February 2000, the Corporation acquired an additional 0.34%
economic interest in Americel for cash consideration of $6,577,000.
p) In March 2000, the Corporation acquired a 45% economic interest in
Vento Ltda. for cash consideration of $9,342,000.
q) In July 2000, the Corporation sold its 20.97% economic interest in
Hansol for gross proceeds of $1,465,548,000. The net proceeds
amounted to $1,338,772,000 comprised of cash of $367,004,000,
promissory notes of $563,620,000 and SK Telecom shares of
$408,148,000. This resulted in a gain of $1,133,250,000 before
income taxes of $82,186,000. The Corporation sold the promissory
notes resulting in an additional gain of $15,706,000.
The Corporation also recorded a write-down on the SK Telecom
shares to their market value at December 31, 2000 in the amount of
$105,730,000 (see Note 20).
r) During September 2000, the Corporation converted a note receivable
from Canbras in the amount of $79,631,000, including interest and
related costs, into common shares of Canbras resulting in an
additional 13.13% economic interest. The transaction resulted in
additional goodwill of $30,173,000 and non-controlling interest of
the same amount.
During December 2000, the Corporation converted, through a
subsidiary of Telecom Americas, a note receivable in the amount of
$11,330,000 into common shares of Canbras resulting in an
additional 2.7% effective economic interest for the Corporation.
The transaction resulted in additional goodwill of $1,756,000 and
non-controlling interest of the same amount.
s) During January, February, March and April 2000, the Corporation
invested amounts totalling $59,556,000 resulting in a 3.63%
increase in the Corporation's economic interest in Comcel.
During December 2000, the Corporation, through a subsidiary of
Telecom Americas, invested $77,946,000 resulting in a 4.13%
increase in the Corporation's effective economic interest in
Comcel.
t) In January 2000, KG Telecom invested $14,874,000 in Tuntex
Telecommunications Ltd. resulting in additional goodwill of
$10,143,000 amortized on a straight-line basis over approximately
13 years.
- --------------------------------------------------------------------------------
FORM 20-F
88
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
7. Investments (cont'd)
u) During 2000, the Corporation also made cash investments in the
aggregate of 350,312,000 to fund its pro-rata share of its joint
venture investees' operations and subsidiaries. These investments
did not change the Corporation's economic interest in such
operations.
The Corporation's proportionate share of the joint venture operations
included in the consolidated financial statements is as follows:
2002 2001 2000
----------------- ----------------- ----------------
Balance Sheet
Current assets $ - $ 626,256 $ 1,142,929
Non-current assets - 4,046,440 2,693,938
Current liabilities - 1,410,289 840,885
Non-current liabilities - 1,472,353 1,318,697
Statement of earnings
Revenues $ 231,639 $ 368,852 $ 59,451
Expenses 386,093 (649,652) (123,233)
Discontinued operations - (217,042) (401,466)
----------------- ----------------- ----------------
Net loss $ (154,454) $ (497,842) $ (465,248)
================= ================= ================
Statement of cash flows
Funds (used for) provided by :
Operations $ 8,992 $ (45,156) $ (18,179)
Investing activities 7,996 278,690 (36,883)
Financing activities 72,997 (31,074) 23,830
Discontinued operations (14,074) (291,425) (449,825)
8. Fixed assets
Accumulated
depreciation/ Net book
Cost amortization value
--------------- ----------------- -----------------
2002
Office equipment $ 1,596 $ 1,435 $ 161
Leasehold improvements 161 154 7
-------------- --------------- ---------------
$ 1,757 $ 1,589 $ 168
============== ============== ====+==========
2001
Land $ 7,410 $ - $ 7,410
Buildings 30,707 2,096 28,611
Network equipment 714,622 164,436 550,186
Network equipment under construction 304,849 - 304,849
Other equipment 353,102 115,851 237,251
Leasehold improvements 72,975 15,822 57,153
-------------- --------------- ---------------
$ 1,483,665 $ 298,205 $ 1,185,460
============== ============== ======+========
- --------------------------------------------------------------------------------
FORM 20-F
89
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
9. Licenses
Accumulated Net book
Cost Amortization value
---------------- ---------------- ---------------
2002 $ - $ - $ -
================ ================ ===============
2001 $ 1,566,884 $ 320,651 $ 1,246,233
================ ================ ===============
10. Deferred charges
2002 2001
------------------ -----------------
Deferred losses from discontinued operations (see Note 4) $ - $ 38,690
Deferred development costs - 24,751
Deferred financing costs 1,550 8,107
Pre-maturity costs - 6,880
Deferred project costs - 3,494
Other costs - 5,941
------------------ -----------------
$ 1,550 $ 87,863
================== =================
11. Credit Facility
BCI
At December 31, 2001 BCI had a syndicated senior secured credit
facility of $400,000,000 under which $337,068,000 had been drawn. The
credit facility matured on March 8, 2002 (see Note 1). The interest
rate on the credit facility was at Bankers Acceptance rate ("BA") plus
4%. The BA rate at December 31, 2001 ranged from 2.2% to 3.2%.
Prior to entering into the share purchase agreement relating to the
Telecom Americas disposition, BCI sought and obtained the lenders'
consent, which was required pursuant to the terms of the credit
facility. Pursuant to the lenders' consent, BCI and the secured lenders
agreed, among other things, (i) to reduce, effective May 31, 2002, the
principal amount of the credit facility from $230 million to $200
million, (ii) to advance the maturity date from March 8, 2003 to August
9, 2002 and (iii) that BCI would repay all outstanding indebtedness
under the amended and restated credit facility as of the closing date
of the Telecom Americas disposition. On July 24, 2002, the Corporation
repaid all the outstanding indebtedness under the amended and restated
credit facility, which was then permanently cancelled.
12. Notes payable
2002 2001
------------------------------
Third parties - bearing interest at various rates $ - $ 70,510
------------ -----------
- 70,510
BCE - bearing interest at CDOR plus 7.50% (1) - 75,000
------------ ------------
$ - $ 145,510
============ ============
(1) The Note maturing in April 2002 was convertible at any time at
BCE's option at a conversion price based upon BCI's weighted
average market price for its common shares for the 20-day period
preceding the notice of conversion (See Note 18).
- --------------------------------------------------------------------------------
FORM 20-F
90
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
13. Accounts payable and accrued liabilities
2002 2001
------------ ------------
Third parties $ 22,998 $ 378,680
Affiliated companies 306 2,548
----------- ------------
$ 23,304 $ 381,228
============ ============
14. Long-term debt
2002 2001
------------- -------------
BCI:
11.0% senior unsecured notes, redeemable at the option of the
issuer, repayable in 2004 (see Note a) $ 160,000 $ 160,000
------------- -------------
ATL:
Equipment financing (2001- US$87,924,000), bearing interest at LIBOR
plus 2.50% to LIBOR plus 3.75%, repayable in varying amounts ending
in 2002 $ - $ 143,192
Bank loans (2001 - R$238,865,000, bearing interest at the long-term
Brazilian Development bank prime rate ("TJLP") plus 3.00% to TJLP
plus 4.50%, due in 2007 - 158,800
Debentures (2001 - R$145,845,000), bearing interest at CDI plus 1.20%,
repayable in 2003 - 100,531
Other - 9,026
------------ -------------
- 411,549
------------ -------------
TESS:
Equipment Financing (2001 - US$112,567,000), bearing interest at LIBOR
plus 6.50%, repayable in varying amounts ending in 2002 $ - $ 180,045
Bank loans (2001 - R$94,817,000), bearing interest at TJLP plus 2.80%
to TJLP plus 4.30% due in 2006 - 65,997
Bank loans (2001 - US$6,920,000), bearing interest at FE plus 4.30%,
due in 2006 - 11,068
------------ ------------
- 257,110
------------ ------------
AMERICEL:
Bank loan (2001 - R$75,638,000), bearing interest at TJLP plus 3.0%
repayable in varying amounts beginning in 2002 and ending in 2006
$ - $ 52,698
------------ ------------
TELET:
Equipment financing (2001 - US$16,806,000), bearing interest at LIBOR
plus 3.75%, due in 2002 $ - $ 26,880
Other - 8,224
------------ ------------
- 35,104
------------ ------------
COMCEL:
14.125% senior deferred coupon bonds
(2001 - US$116,232,000), due in 2005 $ - $ 186,149
Senior term loan
(2001- US$38,468,000), bearing interest at LIBOR plus a variable
margin (3.25% to 4.25%), repayable in varying payments ending in 2002
- 61,607
14% senior discount notes (2001 - US$76,864,000), due in 2004 - 123,101
Bank loans (2001 - US$8,834,000) bearing interest at LIBOR plus 2.70%
to LIBOR plus 3.75%, repayable in varying amounts ending in 2004
- 14,148
- --------------------------------------------------------------------------------
FORM 20-F
91
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
14. Long-term debt (cont'd)
2002 2001
------------ ------------
Bank loans (2001 - CP22,126,537,000), bearing interest at 15.00% to
17.00%, repayable in varying amounts ending in 2002 - 16,000
Other - 11,810
------------ ------------
- 412,815
------------ ------------
AXTEL:
Equipment financing (2001 - US$122,888,000), bearing interest
at LIBOR plus 5.00%, due in 2007 $ - $ 197,299
Bank loan (2001-US$2,932,000), bearing interest at 9.80%, due in 2004
- 4,707
Other - 28,320
------------ ------------
- 230,326
------------ ------------
TECHTEL:
Other $ - $ 43,413
------------ ------------
CANBRAS:
Floating rate note facility (2001 - US$11,562,000), bearing interest at
LIBOR plus 4.50% to LIBOR plus 7.50%, due in 2007 $ - $ 18,417
Other - 1,955
------------ ------------
- 20,372
------------ ------------
GENESIS TELECOM:
Equipment financing (2001 -US$2,776,000), bearing interest at LIBOR plus
8.00% to LIBOR plus 10.00%, repayable in varying amounts ending
in 2004 $ - $ 5,107
------------ -------------
TELECOM AMERICAS:
Tess Notes:
Series A Notes (US$131,526,146) bearing interest at LIBOR, payable
annually, with principal repayable in three equal annual instalments
ending in April 2004 $ - $ 209,469
Series B Notes (US$131,526,146) bearing interest at an average rate
of 3.62%, payable semi-annually, with principal repayable in three
equal annual instalments ending in April 2004 - 209,469
Discount on Series A and Series B Notes - (25,370)
Loan (US$82,765,000) bearing interest at 12% per year, maturing June
15, 2004 - 131,811
Loan (US$29,750,000) bearing interest at 12% per year, maturing
June 15, 2004, repayable in shares of Telecom Americas - 47,380
------------ ------------
- 572,759
------------ ------------
160,000 2,201,253
Less: due within one year - 661,953
------------ ------------
$ 160,000 $1,539,300
============ ===========
Estimated principal repayments of long-term debt outstanding at
December 31, 2002 over the next five years are as follows:
2003 2004 2005 2006 2007
----------------- --------------- --------------- -------------- --------------
$ - $ 160,000 $ - $ - $ -
================= =============== =============== ============== ==============
- --------------------------------------------------------------------------------
FORM 20-F
92
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S t a t e m e n t s
- --------------------------------------------------------------------------------
14. Long-term debt (cont'd)
a) 11% SENIOR UNSECURED NOTES
On September 29, 1999 the Corporation issued $160,000,000 of
Senior Unsecured Notes. These notes mature on September 29, 2004
and bear interest at 11% payable semi-annually commencing on March
29, 2000 and are subject to certain covenants, including change of
control clauses in respect of BCE's ownership interest in BCI. The
Corporation may redeem the notes, in whole or in part, at any time
at a price equal to the greater of principal amount and the
"Canada Yield Price", together in each case with accrued and
unpaid interest. The "Canada Yield Price" will be equal to the
price of the notes calculated to provide, from the date of
redemption, a yield to maturity, compounded semi-annually, equal
to the Government of Canada Yield plus 1.00%.
15. Convertible debentures
a) 6.75% UNSECURED CONVERTIBLE DEBENTURES DUE IN 2002
On February 17, 1999, the Corporation issued to a syndicate of
underwriters $250,000,000 of 6.75% convertible unsecured
subordinated debentures due February 15, 2002 (the "Public
Debentures"). The Corporation had the right to repay principal by
issuing common shares. Interest on the debentures was payable
semi-annually and the Corporation, at its option, could satisfy
its obligation to pay interest by issuing and delivering common
shares to a public trustee for sale pursuant to the receipt of
solicited bids.
b) 6.5% UNSECURED CONVERTIBLE DEBENTURES DUE IN 2002
On February 17, 1999, concurrently with the issuance of the Public
Debentures, BCI issued to Nortel Networks Corporation ("Nortel")
$150,000,000 of 6.5% convertible unsecured subordinated debentures
due February 15, 2002 (the "Nortel Debentures"). The terms of the
Nortel Debentures were in all material respects identical to those
of the Public Debentures, except that they bore interest at 6.5%
per annum compounded semi-annually and payable at maturity.
On February 15, 2002, the Public and Nortel Debentures were settled
through the issuance of common shares of BCI. In addition, accrued
interest, in the amount of $40,060,000 was settled in cash on that date
(see Note 18).
16. Other long-term liabilities
Other long-term liabilities were comprised of disputed amounts related
to license fee instalments payable to Agencia Nacional de
Telecomunicacoes ("Anatel") by ATL ($52,282,000) and Tess
($32,358,000). The amounts in dispute reflected a difference in the
application of inflation indexing in the computation of the license
instalments payable in March, 1999, 2000 and 2001 and interest thereon.
17. Put Option
In December 1998, a then wholly-owned subsidiary of BCI which held an
investment in Comcel issued common shares to AIG for cash of
$115,725,000 (US$75,000,000). In connection with such issuance of
shares by the subsidiary, the Corporation granted to AIG the right to
require BCI, during a one year period commencing December 11, 2001, to
purchase at cost plus a return on its investment all or a portion of
such shares in the event Comcel did not complete a public offering of
its common shares prior to December 10, 2001 (the "Put Option").
The Corporation had the option to satisfy the purchase in cash or
through the issuance of BCI common shares.
On September 30, 2001, BCI came to a determination that Comcel would
not complete a public offering of its common shares in the defined time
frame. As a result, the Corporation recorded its
- --------------------------------------------------------------------------------
FORM 20-F
93
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
17. Put Option (cont'd)
then estimated obligation pursuant to the Put Option as a long-term
liability. In connection with the Recapitalization Plan (see Note 1),
BCI determined that it would settle the Put Option through the issuance
of common shares. Accordingly, the Corporation reclassified its
estimated obligation pursuant to the Put Option, as at December 31,
2001, in the amount of $174,288,000 (US$109,000,000) to shareholders'
equity. The excess of the obligation over the estimated fair value at
December 31, 2001 of the Comcel shares to be repurchased in the amount
of $149,114,000 (US$94,000,000) was included in loss on investments.
The estimated fair value of the Comcel shares to be repurchased
amounted to $25,174,000 and was included in other assets as a deferred
charge.
As part of the net gain on the Reorganization (see Note 4) of Telecom
Americas the value of the deferred charge was reduced to the estimated
fair value of $15,898,000. On July 12, 2002, the Corporation received
notice that American International Underwriters Overseas, Ltd. and
American International Reinsurance Company, Ltd. (collectively the
"Holders") had sold their indirect interest in Comcel to a wholly owned
subsidiary of America Movil. Accordingly, the Holders' right to put
this interest in Comcel to BCI was terminated pursuant to its terms. As
a result, no BCI common shares were issued to the Holders and the
secondary warrants automatically expired. Furthermore, the deferred
charge recorded in the amount of $15,898,000 in connection with the
expected receipt of Comcel shares upon the exercise of the Put Option
was written off during the year and is included in net earnings from
discontinued operations (see Note 4).
In addition, the accreted value of the Put Option in the amount of
$186,846,000 was reclassified to contributed surplus on June 30, 2002.
18. Stated capital
AUTHORIZED
An unlimited number of First Preferred Shares, issuable in series; an
unlimited number of Second Preferred Shares issuable in series; and an
unlimited number of Common Shares. All authorized classes of shares are
without nominal or par value.
On July 12, 2002, the shareholders and noteholders of BCI approved the
Plan of Arrangement which included, among other things, a share
consolidation such that following the consolidation, BCI would have
40,000,000 shares outstanding (see Note 1). The number and exercise
price of all stock options issued under its stock option plans for
senior executives and key employees have also been adjusted to reflect
the consolidation. In addition, all share and per share amounts have
been adjusted to reflect the share consolidation for all periods
presented.
- --------------------------------------------------------------------------------
FORM 20-F
94
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
ISSUED AND OUTSTANDING
There has been no issuance of First and Second Preferred Shares. The
changes in common shares for 2002, 2001, 2000 and 1999 are as follows:
Number of Shares Stated Capital
----------------------- -------------------
Balance December 31, 1998 Exercise of 657,034 $ 841,123
options 207 560
--------------- ---------------
Balance December 31, 1999 657,241 841,683
Exercise of options 1,437 3,853
--------------- ---------------
Balance December 31, 2000 658,678 845,536
Exercise of options 219 565
--------------- ---------------
Balance December 31, 2001 658,897 $ 846,101
Issuance of shares - Rights offering 24,922,166 440,242
Issuance of shares - Convertible debentures (see Note15) 12,156,291 400,000
Issuance of shares - BCE Convertible loan 2,262,646 78,371
Transfer to contributed surplus - (1,754,714)
--------------- ---------------
Balance, December 31, 2002 40,000,000 $ 10,000
=============== ===============
The changes in contributed surplus for 2002 are as follows:
Balance December 31, 2001
$
-
Reclassification of Put Option (see Note 17) 186,846
Transfer of stated capital to contributed surplus 1,754,714
---------------
Balance December 31, 2002 $ 1,941,560
===============
In connection with the Plan of Arrangement, on July 12, 2002, the
shareholders approved a resolution with respect to the reduction of the
stated capital of the Corporation to $10,000,000 and transfer of the
amount withdrawn from stated capital to contributed surplus.
On January 11, 2002, BCI closed a rights offering of units for cash
proceeds of $440,241,800 (before offering costs of $9,000,000). Each
unit, priced at $11,993.28 per unit consisted of a deposit receipt, a
principal warrant and a non-transferable secondary warrant.
On February 15, 2002, 24,922,166 common shares were issued upon the
automatic exercise of the principal warrants at a price of $17.66 per
share.
Each non-transferable secondary warrant entitled the holder to acquire
a certain number of additional common shares, for no additional
consideration, only upon the issuance of common shares to unrelated
financial investors, affiliates of AIG, in connection with the exercise
of the Put Option and only if the price per common share issued by BCI
to AIG was less than the current market price used in determining the
number of common shares issuable in connection with the principal
warrants (see Note 17).
As part of the Recapitalization Plan, the Corporation, on February 15,
2002, settled certain short-term obligations totalling $478 million
through the issuance of common shares, as follows:
o 12,156,291 common shares were issued in payment of the principal
amount of $400 million owing under BCI's convertible unsecured
subordinated debentures at a price of $32.90 per share; and
- --------------------------------------------------------------------------------
FORM 20-F
95
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
o 2,262,646 common shares were issued to BCE as a result of the
conversion of the principal and interest of $78,370,377 owing
under a convertible loan to BCI at a price of $34.64 per share.
STOCK-BASED COMPENSATION PLANS
a) BCI - Stock options (1997 Plan)
The Corporation implemented a stock option plan ("1997 Plan")
in order to assist in attracting and retaining executives and
other key employees. Options are granted based on the position
of the incumbent and at a price equal to the market value of
the Corporation's shares on the last trading day prior to the
effective date of the grant. The right to exercise an award of
options in its entirety, accrues over a period of four years
unless otherwise determined by the Corporate Governance
Committee at the time of grant, and options must be exercised
during a period established by the Corporation but in any
event within ten years of the grant date. 14,813 common shares
have been reserved for issuance under the stock option plan.
As at December 31, 2002, 6,950 options are outstanding to
acquire common shares at prices ranging from $1,798.99 to
$5,037.18 per share, representing the market value of such
shares at the date of grant, expiring at various dates to July
22, 2009.
The following table summarizes information concerning stock options granted
under the 1997 Plan:
2002 2001 2000
-------------------------- ------------------------- ---------------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Number price per Number price Number price per
of share of per share of share
options $ options $ options $
----------- ----------- ----------- ---------- ----------- -----------
Outstanding,
beginning of year 10,661 2,823.23 12,209 2,860.40 13,943 2,612.14
Granted during the year - - - 919 4,601.82
Exercised during the year - - (219) 2,583.35 (1,437) 2,682.90
Forfeited during the year (3,711) 2,927.31 (1,329) 2,657.71 (1,216) 2,739.27
----------- ----------- -----------
Outstanding, end of year 6,950 2,767.66 10,661 2,823.20 12,209 2,860.40
=========== =========== ===========
Exercisable, end of year 6,570 2,678.50 8,931 2,686.50 6,702 2,726.07
=========== =========== ===========
The following table presents additional information concerning stock
options granted under the 1997 Plan which were outstanding at December
31, 2002:
---------------------------------------------------------------------------- ---------------------------
Options outstanding Options exercisable
---------------------------------------------------------------------------- ---------------------------
Weighted- Weighted-
Range of average average
exercise exercise exercise
prices per Weighted-average price per price per
share Number remaining share Number share
$ outstanding life (years) $ exercisable $
---------------------------------------------------------------------------- ---------------------------
$1,798.99 to $2,395.66 1,167 4 2,005.63 1,073 1,971.47
$2,686.50 to $2,710.48 5,235 4 2,700.10 5,223 2,700.13
$5,037.18 548 8 5,037.18 274 5,037.18
----------- ------------
6,950 4 2,767.66 6,570 2,678.50
=========== ============
- --------------------------------------------------------------------------------
FORM 20-F
96
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
b) BCI - Stock options (2000 Plan)
On January 25, 2000, the Board of Directors of BCI approved an
additional stock option plan ("2000 Plan") for employees of
BCI. Under the 2000 Plan, 21,887 common shares have been
reserved for issuance. Options are granted based on the
position of the incumbent and at a price equal to the market
value of the Corporation's shares on the last trading day
prior to the effective date of the grant.
The right to exercise an award of options vests at a rate of
33 1/3% per year, provided BCI's share price (measured as the
average price on the TSE over the last 60 days prior to each
anniversary date) increases by at least 25% per year on a
compounded basis. The right to exercise an award of options
may also vest under certain circumstances at the discretion of
the Corporation's Board of Directors.
As at December 31, 2002, 2,591 options are outstanding to
acquire common shares at prices ranging from $3,538.02 to
$5,522.91 per share, representing the market value of such
shares at the date of grant, expiring on various dates to June
27, 2007.
The following table summarizes information concerning stock options
granted under the 2000 Plan:
2002 2001
-------------------------- -----------------------
Weighted- Weighted-
average average
exercise exercise
Number price per Number price
of share of per share
options $ options $
---------- ----------- --------- ----------
Outstanding beginning of year 3,126 3,979.17 - -
Granted during the year - - 3,731 3,967.38
Exercised during the year - - - -
Forfeited during the year (535) 3,898.12 605 3,903.81
-------- -------- ---------
Outstanding, end of year 2,591 3,995.92 3,126 3,979.37
-------- -------- ---------
Exercisable, end of year 167 3,903.81 167 3,903.81
-------- -------- ---------
The following table presents additional information concerning stock
options granted under the 2000 Plan at December 31, 2002:
---------------------------------------------------------------------------- ---------------------------
Options outstanding Options exercisable
---------------------------------------------------------------------------- ---------------------------
Weighted- Weighted-
Range of average average
exercise exercise exercise
prices per Weighted-average price per price per
share Number remaining share Number share
$ outstanding life (years) $ exercisable $
-----------------------------------------------------------------------------------------------------------
$3,675.84 to $3,903.81 2,433 4 3,902.64 167 3,903.81
$5,343.00 to $5,522.91 158 4 5,428.22 - -
------------- ------------
2,591 4 3,995.92 167 3,903.81
============= ============
- --------------------------------------------------------------------------------
FORM 20-F
97
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
c) PSUs
Certain executives of the Corporation have been granted PSUs.
PSUs are notional shares which fluctuate with the BCI share
price and vest over a period of four years. As at December 31,
2002, 265 PSUs were outstanding of which 215 were vested. The
compensation expense related to PSUs amounted to $92,400 in
2002, ($nil in 2001, $990,000 in 2000).
d) BCE Employees' Savings Plan ("ESP")
The ESP enables non-executive employees of BCI to acquire BCE
common shares through regular payroll deductions plus employer
contributions, if applicable. Under the terms of the ESP,
employees can choose each year to have up to 10% of their
annual salary and annual incentive plan ("AIP") bonus withheld
to purchase common shares. BCI matches employees'
contributions up to 2% of these earnings. Compensation expense
related to the ESP amounted to $37,128 in 2002 ($86,433 in
2001, $153,152 in 2000).
e) BCI Employee Share Investment Plan ("ESIP")
The ESIP enabled BCI executive employees to contribute up to
10% of their eligible earnings (salary and target bonus) in
order to acquire BCI shares. BCI matched 50% of the shares
acquired with the executive's contribution up to 3% of their
eligible earnings. The Corporation's contribution was
delivered in PSU's. The ESIP was discontinued in 2002.
f) BCE - Stock options
Certain executives and key employees of the Corporation have
been granted options by BCE. Under the terms of the plan, the
subscription price for each share covered by an option is
established at 100% of the market value of a share on the last
trading day prior to the effective date of the grant. The
options are exercisable during a period not to exceed ten
years. The right to exercise the options generally accrues
over a period of four years of continuous employment. Options
are not generally exercisable during the first twelve months
after the date of the grant. As a result of the distribution
of Nortel in May 2000 each of the then outstanding BCE stock
options was replaced by a new stock option which, in addition
to the right to acquire one BCE common share, gave the holder
the right to acquire approximately 1.57 post-split common
shares of Nortel (BCE/Nortel options). Prior to 2000,
simultaneously with the grant of an option, certain employees
of the Corporation may have also been granted the right to an
SCP. As a result of the distribution of Nortel common shares,
the related SCPs were appropriately adjusted. The amount of
any SCP is equal to the increase in market value of the number
of the BCE and Nortel shares covered by SCPs from the date of
grant of SCPs to the date of exercise of the option to which
the SCP is related. Compensation expense related to SCPs
amounted to nil in 2002 ($1,000,000 in 2001, $9,309,000 in
2000).
- --------------------------------------------------------------------------------
FORM 20-F
98
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
The following table summarizes information concerning BCE stock options
granted on a post-split basis:
2002 2001 2000
---------------------------- -------------------------- ---------------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
price per price per price per
Number of share Number of share Number of share
options $ options $ options $
---------------------------- -------------------------- ---------------------------
Outstanding,
beginning of year 170,188 12.39 200,217 11.68 247,426 10.88
Granted during the year - - - - - -
Exercised during the year (22,598) 7.39 (25,569) 7.14 (47,209) 7.38
Forfeited during the year - - (4,460) 7.79 -
Outstanding, end of year 147,590 13.16 170,188 12.39 200,217 11.68
Exercisable, end of year 147,590 13.16 143,522 11.46 117,251 9.93
The following table presents additional information concerning BCE
stock options granted to certain executives and key employees of the
Corporation at December 31, 2002:
- --------------------------------------------------------------------------------
Options outstanding
- --------------------------------------------------------------------------------
Weighted-
average
exercise
Weighted-average price per
Range of Number remaining share
exercise prices outstanding contractual life (years) $
- --------------------------------------------------------------------------------
$5.30 to $8.24 62,590 4 7.56
$15.07 to $17.95 85,000 2 17.27
----------------
147,590 3 13.16
================
Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings (loss) per share from continuing operations:
2002 2001 2000
--------------- ---------------- ----------------
Numerator:
Net loss from continuing operations $ (612,353) $ (525,469) $ (224,217)
Interest on convertible debentures (3,233) (28,144) (27,483)
--------------- ---------------- ----------------
Net loss from continuing operations applicable to $ (615,586) $ (553,613)
common shares - basic and diluted $ (251,700)
=============== ================ ================
Denominator (in thousands):
Weighted-average number of shares basic and diluted 35,150 659 658
=============== ================ ================
Basic and diluted loss from continuing operations $ (17.51) $ (840.08) $ (382.52)
per share
=============== ================ ================
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FORM 20-F
99
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
18. Stated capital (cont'd)
For the years ended December 31, 2002, 2001 and 2000 the Corporation
excluded potential common shares equivalents from the loss per share
from continuing operations calculation as they were anti-dilutive.
The following table sets forth the computation of basic and diluted
earnings (loss) per share:
2002 2001 2000
--------------- -------------- ---------------
Numerator:
Net earnings (loss) $ 40,021 $ (305,447) $ 183,486
Interest on convertible debentures (3,233) (28,144) (27,483)
Numerator for basic earnings (loss) per share -
net loss applicable to common shares 36,788 (333,591) 156,003
Effect of dilutive securities:
Convertible debentures - - 27,483
Numerator for diluted earnings (loss) per share -
net earnings (loss) applicable to common
shares after assumed conversions $ 36,788 $ (333,591) $ 183,486
Denominator (in thousands):
Denominator for basic earnings (loss) per share -
weighted-average number of shares 35,150 659 658
Effect of dilutive securities:
Convertible debentures - - 152
Employee stock options - - 4
Dilutive potential common shares - - 156
Denominator for diluted earnings (loss) per
share - adjusted weighted-average shares and
assumed conversions 35,150 659 814
Basic (loss) earnings per share $ 1.05 $ (506.21) $ 237.09
Diluted (loss) earnings per share $ 1.05 $ (506.21) $ 225.41
For the years ended December 31, 2002 and 2001, the Corporation
excluded potential common shares equivalents from the loss per share
calculation as they were anti-dilutive.
19. Interest expense
2002 2001 2000
--------------- ---------------- ----------------
Interest expense - long-term debt $ 52,343 $ 77,397 $ 30,221
Interest expense - other 69,557 150,990 63,025
$ 121,900 $ 228,387 $ 93,246
=============== ================ ================
- --------------------------------------------------------------------------------
FORM 20-F
100
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S t a t e m e n t s
- --------------------------------------------------------------------------------
20. Loss on investments
The loss on investments is comprised of the following:
2002 2001 2000
-------------- -------------- --------------
Sale of Telecom Americas (See Note 7) $ (339,327) $ - $ -
Write-down of investment in Canbras & Axtel (see Note 7) (71,627) - -
Discount on partial payment of the AMX Note (See Note 7) (4,036) - -
Put Option (see Note 17) - (149,114) -
Write-down of SK Telecom shares (see Note 7q) - - (105,730)
Sale of SK Telecom shares - (56,948) -
Amortization of deferred gain (see Note 7) 2,764 6,648 555
Dilution gain on Telecom Americas (a) - 41,223 -
Other - 565 -
$ (412,226) $ (157,626) $ (105,175)
=============== ============== ===============
(a) On July 13, 2001, BCI and America Movil each tendered shares of
Telecom Americas to redeem US$275,000,000 and US$140,898,000
respectively of notes due to Telecom Americas. As a result, BCI's
economic interest in Telecom Americas declined from 44.3% to 41.7%
and BCI recognized a $41,223,000 dilution gain. America Movil's
economic interest increased from 44.3% to 45.5% and SBC's economic
interest increased from 11.4% to 12.8%.
21. Other income (expense)
2002 2001 2000
-------------- -------------- --------------
Interest income $ 18,629 $ 24,683 $ 6,644
Other (1)(2) (16,915) 15,988 3
$ 1,714 $ 40,671 $ 6,647
============== ============== ==============
(1) Other expense for 2002 includes $12,558,000 for the accretion in
value from January 1, 2002 to July 12, 2002 for the Put Option (see
Note 17).
(2) During 2001, an operating company's debt to a third party was
forgiven resulting in a gain of $14,537,000.
22. Income taxes
Net future income taxes are classified as long-term future income tax
liabilities. The Corporation has Canadian non-capital tax losses from
operations carried forward amounting to approximately $450,222,000,
expiring at various dates to the year 2009. In addition, the
Corporation has Canadian capital losses from operations amounting to
approximately $53,653,000, that can be carried forward indefinitely.
The statutory tax rate applicable to the non-capital losses is 31.02%
and for the capital losses is 38.37%. The benefit of these losses has
not been reflected in the consolidated financial statements except to
the extent of certain future income tax liabilities.
- --------------------------------------------------------------------------------
FORM 20-F
101
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S t a t e m e n t s
- --------------------------------------------------------------------------------
22. Income taxes (cont'd)
As at December 31, future income taxes are as follows:
2002 2001
--------------- ----------------
Future income tax assets:
Tax benefits on losses $ 149,952 $ 720,189
--------------- ----------------
Future income tax liabilities:
Undistributed earnings - 79,733
Current assets 215 10,006
Fixed assets - 13,646
Licenses - 5,756
Other assets - 17,433
Current liabilities - 39,492
---------------- ----------------
Total future income tax liabilities 215 166,066
--------------- ----------------
149,737 554,123
Valuation Allowance (149,737) (633,856)
--------------- ----------------
Future income tax liability, net (see Note 4) $ - $ 79,733
=============== ================
The reconciliation of income taxes at Canadian statutory rates to income
tax expense for continuing operations is as follows:
2002 2001 2000
------------- ------------- -------------
Income tax expense (recovery) at Canadian statutory
rates, including provincial income taxes $ (263,294) $ (245,478) $ (146,403)
Reduction (increase) of tax recovery resulting from:
Loss on sale of investments not tax 175,731 70,454 48,416
effected
Difference between Canadian statutory rates (992) 20,371 17,438
and those applicable to foreign operations
Losses not tax effected 88,555 154,653 80,549
------------- ------------- -------------
Income tax expense $ - $ - $ -
============= ============= =============
23. Supplementary cash flow information
2002 2001 2000
-------------- -------------- -------------
a) Changes in working capital items
Decrease (increase) in current assets
Accounts receivable $ (4,404) $ 48,636 $ 8,042
Inventory 26,080 (17,161) 1,132
Prepaid expenses and other current assets (3,466) (4,915) 4,982
(Decrease) increase in accounts payable and
accrued liabilities (66,267) 16,128 42,643
-------------- -------------- -------------
Decrease (increase) in working capital items $ (48,057) $ 42,688 $ 56,799
================ ============ ==============
b) Other cash flow information
Interest paid $ 100,526 $ 137,696 $ 73,097
============== ============= ==============
- --------------------------------------------------------------------------------
FORM 20-F
102
N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
- --------------------------------------------------------------------------------
24. Postretirement benefits
BCI maintains non-contributory defined benefit plans that provide for
pension, other retirement and post-employment benefits for
substantially all its employees based on length of service and rate of
pay. Certain employees participate in a defined contribution plan.
BCI's funding policy is to make contributions to its pension funds
based on various actuarial cost methods as permitted by pension
regulatory bodies. BCI is responsible to adequately fund the plans.
Contributions reflect actuarial assumptions concerning future
investment returns, salary projections and future service benefits.
Plan assets are represented primarily by Canadian and foreign equities,
government and corporate bonds, debentures and secured mortgages.
The changes in the benefit obligations and in the fair value of assets
and the funded status of the defined benefit plans as at December 31,
were as follows:
Pension Other Pension Other
Benefits Benefits Benefits Benefits
2002 2002 2001 2001
-------------- ------------- -------------- ------------
Change in benefit obligations:
Benefit obligation, beginning of year $ 15,068 $ 577 $ 12,646 $ 773
Current service cost 329 14 589 13
Interest cost 976 38 905 55
Actuarial (gains)/losses (2,355) 193 2,098 (264)
Benefit payments (751) - (1,170) -
-------------- ------------- -------------- ------------
Benefit obligation, end of year $ 13,267 $ 822 $ 15,068 $ 577
-------------- ------------- -------------- ------------
Change in fair value of plan assets:
Fair value of plan assets, beginning
of year $ 19,306 $ - $ 18,717 $ -
Return on plan assets 1,571 - 1,577 -
Benefit payments (751) - (1,170) -
Actuarial gains (4,050) - 182 -
-------------- ------------- -------------- ------------
Fair value of plan assets, end of $ 16,076 $ - $ 19,306 $ -
year -------------- ------------- -------------- ------------
Plan surplus (deficit) 2,809 (822) $ 4,238 $ (577)
Unamortized net actuarial (gains) losses 3,146 72 1,451 (139)
Unamortized transitional (asset) obligation (4,282) - (4,710) 236
Valuation allowance (1,673) - (979) -
-------------- ------------- -------------- ------------
Accrued benefit asset (liability) $ - $ (750) $ - $ (480)
============== ============= ============== ============
The significant assumptions adopted in measuring the Corporation's
pension and other benefit obligations as at December 31, were as
follows:
Pension Other Pension Other
Benefits Benefits Benefits Benefits
2002 2002 2001 2001
-------------- ------------- -------------- ------------
Weighted-average discount rate 6.5% 6.5% 6.5% 6.5%
Expected long-term rate of return on
plan assets 8.3% - 8.75% -
Rate of compensation increase 3.5% 3.5% 3.5% 3.5%
Inflation 2.5% 2.5% 2.5% 2.5%
For measurement purposes, a 10.5% (prescription medication) and 4.5%
(other) annual rate of increase in the per capita cost of covered
health care benefits (the health care cost trend rate) was assumed for
2002. This prescription medication rate was assumed to gradually
decline to 4.5% over six years and remain at that level thereafter.
- --------------------------------------------------------------------------------
FORM 20-F
103
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S t a t e m e n t s
- --------------------------------------------------------------------------------
24. Postretirement benefits (cont'd)
The net benefit expenses for the years ended December 31, included the
following components:
Pension Other Pension Other
Benefits Benefits Benefits Benefits
2002 2002 2001 2001
----------- ------------ ------------ ------------
Current service cost $ 329 $ 14 $ 589 $ 13
Interest cost 976 38 905 55
Expected return on plan assets (1,571) - (1,577) -
Amortization of net actuarial gain - (18) - (125)
Amortization of transitional (428) 236 (428) 237
obligation
Increase in valuation allowance 694 - 511 -
----------- ------------ ------------ ------------
Net benefit expense $ - $ 270 $ - $ 180
=========== ============ ============ ============
25. Commitments and contingencies
The Corporation has not accrued any amounts with respect to the
following contingencies:
a) As part of the Vesper financial restructuring, which was
concluded in November 2001, the Corporation entered into
agreements (the "Vesper Guarantees") with certain Brazilian
banks to guarantee 31.4% of the US dollar equivalent of the
Vespers' debt outstanding with such banks. At the time BCI
entered into the Vesper Guarantees, the aggregate debt (the
"Vesper Debt") outstanding with such banks, which is
principally denominated in Brazilian reais, represented the
equivalent of approximately US$102.9 million. BCI's exposure
under the Vesper Guarantees was capped at a maximum amount of
US$32.3 million.
In January 2003, the Vesper companies entered into
transactions that resulted in a prepayment of a portion of the
Vesper Debt. Following this prepayment, the total Vesper Debt
was the equivalent of approximately US$66.3 million and BCI's
exposure under the Vesper Guarantees was approximately US$20.8
million. BCI's guarantee exposure will fluctuate if there are
further reductions in the Vesper Debt based on the value of
the Brazilian real relative to the US dollar at the time of
such reductions, subject to the cap of US$32.3 million.
Twenty five percent of the Vesper Debt is due in November 2004
and the remaining seventy five percent is due in November
2005. The Vesper Guarantees can be called if:
a) The Vespers default in the repayment of the principal amount
of the loans at maturity or upon early acceleration; or
b) In the event BCI is dissolved or liquidated.
To the extent that BCI is required to pay the Vesper
Guarantees, it will become a creditor of the Vespers.
b) Comcel is currently involved in litigation whereby plaintiffs
are claiming damages of approximately US$70 million relating
to the provision by Comcel of long-distance services through
voice-over internet protocol (VOIP) between December 1998 and
September 1999. Comcel is currently appealing the initial
finding that it improperly provided VOIP services. It is not
expected that there will be a hearing of this appeal before
the second half of 2003, and any decision on this appeal is
itself subject to further appeal. Comcel's Colombian counsel
believes that, even if unsuccessful in this appeal process,
the damage allegations will be subject to defenses on the
merits and that substantially all of the claims lack a
sufficient evidentiary basis.
BCI has agreed to indemnify Comcel and its affiliates for the
initial US$5 million of damages and for any damages Comcel may
suffer in excess of US$7.5 million. Comcel is responsible for
any damages incurred in excess of US$5 million and up to
US$7.5 million.
- --------------------------------------------------------------------------------
FORM 20-F
104
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S t a t e m e n t s
- --------------------------------------------------------------------------------
25. Commitments and contingencies (cont'd)
c) On April 29, 2002, BCI announced that a lawsuit had been filed with
the Court by certain former holders of BCI's $250 million 6.75%
convertible unsecured subordinated debentures. The plaintiffs seek
damages from BCI and its directors and BCE up to an amount of $250
million in connection with the settlement, on February 15, 2002, of
the debentures through the issuance of common shares, in accordance
with BCI's Recapitalization Plan. In accordance with an agreement
reached among the parties to this lawsuit, the Court has ordered that
this lawsuit be certified as a class action within the meaning of
applicable legislation. The certification order does not constitute
a decision on the merits of the class action, and BCI continues to be
of the view that the allegations contained in the lawsuit are without
merit and intends to vigorously defend its position. As part of the
agreement among the parties, the plaintiffs in the class action have
abandoned their claim for punitive damages (the statement of claim
originating the lawsuit sought $30 million in punitive damages).
The plaintiffs have also agreed to the dismissal of the class
action against BMO Nesbitt Burns Inc., one of the original defendants
in the proceeding.
d) On September 27, 2002 a lawsuit was filed with the Court by a
BCI common shareholder. The Plaintiff is seeking the Court's
approval to proceed by way of class action on behalf of all
persons who owned BCI common shares on December 3, 2001. The
lawsuit seeks $1 billion in damages from BCI and BCE, in
connection with the issuance of BCI common shares on February
15, 2002 pursuant to the Recapitalization Plan and the
implementation of the Plan of Arrangement.
BCI is of the view that the allegations contained in the
lawsuit are without merit and intends to take all appropriate
actions, including contesting the certification of the lawsuit
as a class action, to vigorously defend its position.
e) La Caisse de depot et placement du Quebec ("CDP") which, as at
December 21, 2001, held in the aggregate approximately $141
million of BCI's 6.50% and 6.75% convertible unsecured
subordinated debentures, has threatened to institute legal
proceedings or otherwise pursue its claims against BCI, in
connection with its allegations that the Recapitalization Plan
resulted in inequitable treatment of debenture holders as
compared with the holders of common shares. On October 18,
2002, a Notice of Appearance was filed with the Court
requesting that all documents produced in connection with the
Plan of Arrangement be served upon CDP.
BCI believes the allegations are without merit. In the event
that litigation is commenced or the claims asserted by other
means, BCI intends to take all appropriate actions to
vigorously defend its position.
The Corporation is unable to ascertain the ultimate amount of
monetary liability or financial impact of this matter and
therefore cannot determine whether this threatened legal
proceeding has a material adverse impact on the consolidated
financial position or results of operations of the
Corporation.
f) At December 31, 2002, the Corporation is committed in the
aggregate amount of $912,000 under the terms of operating
leases with various expiration dates for the rental of
premises and equipment.
Annual lease payments in 2002 amounted to $1,029,000 (2001 -
$17,369,000, 2000 - $20,299,000). Future payments will be as
follows:
2003 2004 2005 2006 2007
------------- ----------- ----------- ----------- ----------
$ 912 $ - $ - $ - $ -
============= ============ =========== =========== ==========
- --------------------------------------------------------------------------------
FORM 20-F
105
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S t a t e m e n t s
- --------------------------------------------------------------------------------
26. Related party transactions
In the normal course of business, the Corporation had transactions which
were measured at exchange amounts with BCE, its affiliated companies and
associated companies as follows:
2002 2001 2000
----------- ----------- --------
BCE and affiliated companies: (1)
Purchase of goods and services $ - $ 81 $ 1,226
Purchase of fixed assets - - 9,135
Selling, general and administrative expenses 1,123 1,509 1,822
Interest income 88 148 468
Other interest expense 1,034 2,253 19,645
Associated companies: (2)
Interest on convertible debentures $ - $ - $ 2,620
(1) Affiliated companies are companies under the common control of the
Corporation's ultimate parent company.
(2) Associated companies are companies where the Corporation or the
Corporation's ultimate parent company exercises significant
influence.
27. Segmented information
As of December 31, 2001, the Corporation's continuing operations were
in only one operating segment: Brazil Mobile, which was comprised of
four cellular companies in Brazil.
28. Financial instruments
a) CURRENCY RISK
The Corporation is exposed to market risks from changes in foreign
currency rates. From time to time, the Corporation enters into
foreign currency contracts to mitigate this risk. (See Note 7)
The Corporation does not trade derivative financial instruments.
b) CREDIT RISK
The Corporation's financial assets that are exposed to credit
risk consist primarily of temporary investments. Credit risk
is minimized substantially by ensuring that these financial
assets are invested in commercial paper and corporate bonds
with investment grade credit rating.
Financial instruments which potentially subject the
Corporation to concentration of credit risk consist
principally of accounts receivable from customers and
distributors. The Corporation's customers from former
continuing operations were located in Brazil. The ability of
the customers to pay their debts depended, in part, upon the
general condition of the Brazilian economy. Generally, the
Corporation did not require collateral or other security to
support receivables.
c) FAIR VALUE OF FINANCIAL INSTRUMENTS
As at December 31, 2002 the Corporation's financial
instruments were comprised of cash and cash equivalents,
temporary investments, notes receivable, accounts receivable,
the FX Option, accounts payable and accrued liabilities and
long-term debt.
Fair values approximate amounts at which financial instruments
could be exchanged for instruments of similar risk, principal
and remaining features. Fair values are based on estimates
using present value and other valuation techniques which are
significantly
- --------------------------------------------------------------------------------
FORM 20-F
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S t a t e m e n t s
- --------------------------------------------------------------------------------
28. Financial instruments (cont'd)
affected by assumptions concerning future cash flows and discount rates
and should not be interpreted as being realizable in an immediate
settlement of the instruments.
Estimated fair value of the Corporation's financial instruments, where the
fair value differs from the carrying amounts in the financial statements
as at December 31, 2002 and 2001, are as follows:
2002 2001
--------------------------------- ---------------------------------
Carrying Estimated Carrying Estimated
value fair value value fair value
------------- -------------- ------------- --------------
Long-term debt $ 160,000 $ 161,600 $ 2,201,253 $ 2,094,261
------------- -------------- ------------- --------------
Temporary investments
(see Note 3) $ 146,488 $ 148,000 $ - $ -
============= ============== ============= ==============
The carrying amounts of cash and cash equivalents, notes
receivable, accounts receivable, the FX Option, short-term
loan facilities, notes payable and accounts payable, in the
consolidated balance sheets, approximate their estimated fair
values.
d) INTEREST RATE RISK
The Corporation is exposed to interest rate risk from changes
in the general level of interest rates on its fixed-rate
long-term debt and does not currently hold any financial
instruments that mitigate this risk.
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures
These consolidated financial statements are prepared in accordance with
Canadian GAAP which differs in certain material respects from US GAAP.
While the information presented below is not a comprehensive summary of
all differences between Canadian and US GAAP, other differences are
considered unlikely to have a significant impact on the consolidated
net earnings and shareholders' equity of the Corporation.
The reconciliation of net earning (loss) and shareholder's equity for
the years ended December 31, 2001 and 2000 and for 181 days ended June
30, 2002 were prepared on the going concern basis of accounting, which
contemplated realization of assets and satisfaction of liabilities in
the normal course of operations. As a result of the adoption of the
Plan of Arrangement (see Note 1), the Corporation adopted the
liquidation basis of accounting under US GAAP effective July 1, 2002.
This basis of accounting is considered appropriate when, amongst other
things, steps are underway to liquidate the Corporation and the net
realizable value of assets is reasonably determinable. Under US GAAP, a
consolidated statement of net assets is presented as at December 31,
2002 and a statement of changes in net assets is presented for the 184
days ended December 31, 2002. Under Canadian GAAP, a consolidated
balance sheet is presented as at December 31, 2002 and statement of
earnings is presented for the year ended December 31, 2002.
Under US GAAP, the consolidated statement of net assets includes
Canbras, accounted for on a consolidated basis, and Axtel, using the
equity basis accounting (see Note 29 t)). Under Canadian GAAP, Canbras
and Axtel have been accounted for as long term investments recorded at
the lower of carrying value and net realizable value.
- --------------------------------------------------------------------------------
FORM 20-F
107
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
FOR THE 184 DAYS ENDED DECEMBER 31, 2002
CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM JULY 1, 2002 TO DECEMBER 31, 2002
Revenues $ 27,908
Cost of Sales 7,303
Selling, general and administrative expenses 21,517
Depreciation and amortization 12,848
-----------------
Operating loss (13,760)
Equity in net loss of a joint venture investee (14,431)
Foreign exchange gain 12,918
Loss on investments (4,036)
Interest expense (12,851)
Other 12,989
-----------------
Loss before non-controlling interest (19,171)
Non-controlling interest (136)
-----------------
Net loss $ (19,307)
=================
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JULY 1, 2002 TO DECEMBER 31, 2002
Net assets under Plan of Arrangement as of July 1, 2002 $ 332,847
Net loss (19,307)
Estimated costs to carry out Plan of Arrangement e) (42,500)
Write-down of assets to liquidation basis f) (49,612)
-----------------
Net assets under Plan of Arrangement as of December 31, 2002 $ 221,428
=================
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FORM 20-F
108
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
CONSOLIDATED STATEMENT OF NET ASSETS
AS AT DECEMBER 31, 2002
Current assets
Cash and cash equivalents $ 12,245
Temporary investments 146,488
Notes receivable 268,532
Accounts receivable 3,372
Inventory 300
Prepaid expenses and other current assets 4,192
-----------------
435,129
Fixed assets, net a) 111,422
Licenses, net b) 46,374
Deferred charges c) 15,268
Investment, at equity 569
-----------------
Total assets $ 608,762
Current liabilities
Accounts payable and accrued liabilities $ 43,383
Long-term debt due within one year d) 14,593
-----------------
57,976
Long-term debt d) 174,578
Reserve for estimated costs during liquidation period e) 42,500
Non-controlling interest 62,668
-----------------
Total liabilities 337,722
-----------------
Net assets before write-down 271,040
Less: Excess of historical cost over net realizable value of Axtel
and Canbras f) 49,612
-----------------
Net assets $ 221,428
=================
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FORM 20-F
109
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2002
AND FOR 181 DAYS ENDED JUNE 30, 2002
All material differences between Canadian GAAP and US GAAP and the
effect on net loss and shareholders' equity are presented in the
following table with an explanation of the adjustments.
RECONCILIATION OF NET EARNINGS (LOSS):
Years ended December 31,
--------------------------------------
181 days ended
June 30, 2002 2001 2000
------------- ------------- ---------------
Net earnings (loss) applicable to common shares
reported under Canadian GAAP (v) $ 105,707 $ (333,591) $ 156,003
US GAAP adjustments for:
Pre-operating expenses (h) 330 2,252 (9,398)
Amortization of license (j) - 1,144 3,596
Capitalized foreign exchange losses (k) - (1,755) (4,120)
Convertible debenture issue costs (l) (387) (3,000) (3,008)
Gain on sale (o) 172,242 115,916 (41,749)
Income taxes (p) - - (34,518)
Goodwill impairment charge (q) (732,431) - -
Other 279 (1,245) (13,217)
---------------- ----------------- -----------------
Net earnings (loss) applicable to common shares
under US GAAP $ (454,260) $ (220,279) $ 53,589
================ ================= =================
Net earnings (loss) per share under US GAAP -
Basic (r) $ (15.03) $ (334.26) $ 81.44
================ ================= =================
Net earnings (loss) per share under US GAAP -
Diluted (r) $ (15.03) $ (334.26) $ 80.95
================ ================= =================
RECONCILIATION OF SHAREHOLDERS' EQUITY:
Years ended December 31,
--------------------------------------
181 days ended
June 30, 2002 2001 2000
------------- ------------- ---------------
Shareholders' equity reported under Canadian GAAP $ 332,847 $ 338,518 $ 446,783
US GAAP adjustments for:
Deferred handset subsidy costs (g) - 4,098 6,577
Pre-operating expenses (h) - (5,925) (61,365)
Additional non-controlling interest losses (i) - (50,983) (50,983)
Amortization of license (j) - (21,250) (22,394)
Capitalized foreign exchange losses (k) - (11,200) (9,445)
Convertible debenture issue costs (l) - 387 3,387
Dilution gain (m) - (74,734) (74,734)
Convertible debentures (n) - (436,826) (425,558)
Other - (12,856) (16,949)
---------------- ----------------- -----------------
Shareholders' equity under US GAAP $ 332,847 $ (270,771) $ (204,681)
================ ================= =================
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FORM 20-F
110
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
Explanation of differences and other supplemental US GAAP disclosures:
a) FIXED ASSETS
Accumulated
depreciation/ Net book
Cost amortization value
------------ ------------- ------------
Network equipment $ 136,505 $ 48,863 $ 87,642
Network equipment under construction 5,307 1,931 3,376
Other Equipment 26,064 6,043 20,021
Leasehold improvements 1,282 899 383
------------ ------------- ------------
$ 169,158 $ 57,736 $ 111,422
============ ============= ============
b) LICENSES
Accumulated Net book
Cost amortization value
------------ ------------- ------------
Licenses $ 56,444 $ 10,070 $ 46,374
------------ ------------- ------------
$ 56,444 $ 10,070 $ 46,374
============ ============= ============
c) DEFERRED CHARGES
Pre-maturity costs $ 8,048
Deferred financing costs 2,641
Other costs 4,579
------------
$ 15,268
============
d) LONG-TERM DEBT Canbras:
Floating rate note facility, bearing interest at LIBOR
plus 4.50% to LIBOR plus 7.50%, due in 2007 $ 29,171
------------
29,171
------------
BCI:
11.0% senior unsecured notes, redeemable at the option of
the issuer, repayable in 2004 160,000
------------
160,000
------------
189,171
------------
Less: due within one year 14,593
------------
$ 174,578
============
Estimated principal repayments of long-term debt outstanding at
December 31, 2002 over the next five years are as follows:
2003 2004 2005 2006 2007
------------- ------------ ------------ ------------ -----------
$ 14,593 $ 174,578 $ - $ - $ -
============= ============ ============ ============ ===========
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FORM 20-F
111
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
e) LIQUIDATION COSTS
Under US GAAP costs to effect a liquidation are accrued at the
time liquidation basis accounting becomes appropriate, whereas
under Canadian GAAP liquidation costs are expensed as incurred.
f) WRITE-DOWN
In order to convert assets at estimated net realizable value under
liquidation basis of accounting, the Corporation recorded a
provision to adjust its assets to net realizable value during the
period from July 1, 2002 to December 31, 2002.
g) DEFERRED HANDSET SUBSIDY COSTS
Until January 1, 2000, the excess of cost over the selling price
of handsets was deferred and amortized over the initial contract
terms. Under US GAAP, such costs are treated as period costs.
h) PRE-OPERATING EXPENSES
Certain pre-operating expenses have been capitalized whereas,
under US GAAP, these costs are expensed as incurred.
i) ADDITIONAL NON-CONTROLLING INTEREST LOSSES
Under US GAAP, the cessation of loss allocation to the Comcel
non-controlling shareholders occurred effective at the beginning
of 1999.
j) AMORTIZATION OF License
Until January 31, 1997 Comcel's license was amortized using the
units of activation method. Under US GAAP, the license was
amortized using the straight-line method over a period of 10
years. Effective February 1, 1997, the license has been amortized
on a straight-line basis over 17 years under both Canadian and US
GAAP.
k) CAPITALIZED FOREIGN EXCHANGE LOSSES
Foreign exchange losses incurred during the pre-operating period
have been capitalized whereas under US GAAP foreign exchange gains
or losses are not subject to capitalization. Consequently, the
amounts capitalized and the related amortization under Canadian
GAAP have been reversed and treated as a period expense for US
GAAP purposes.
l) CONVERTIBLE DEBENTURE ISSUE COSTS
Issue costs related to the convertible debentures are charged to
retained earnings. Under US GAAP, these costs are amortized on a
straight-line basis over the term of the convertible debentures.
m) DILUTION GAIN
Under US GAAP, any transfer of property between entities under
common control is to be measured at the carrying amount of the
items transferred. As a result, the dilution gain recorded by the
Corporation during 1998 relating to the transfer of the
Corporation's interest in Occel to Comcel was reversed for US GAAP
purposes.
n) CONVERTIBLE DEBENTURES
The convertible debentures are treated as equity. For US GAAP
purposes the convertible debentures are classified as debt. As of
February 15, 2002, the convertible debentures were settled by
issuance of common shares.
- --------------------------------------------------------------------------------
FORM 20-F
112
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
o) GAIN ON SALE
Under US GAAP, the gain on sale of investments is different from
that under Canadian GAAP as a result of US GAAP differences in the
underlying equity value of investments disposed of.
p) INCOME TAXES
On January 1, 2000 the Corporation adopted the recommendation of
CICA section 3465 "Income taxes". The recommendations of Section
3465 are similar to the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 109 "Accounting for Income
Taxes" issued by the Financial Accounting Standards Board
("FASB"). Effective January 1, 2000 accounting recommendations
under Canadian GAAP are consistent, in all material respects, with
US GAAP.
q) GOODWILL IMPAIRMENT
Under US GAAP the initial goodwill impairment charge resulting
from the transitional provisions is charged to the statement of
operations recorded as cumulative effect of accounting change.
Under Canadian GAAP the charge is recorded as an adjustment to
opening retained earnings.
r) EARNINGS PER SHARE
The following table sets forth the computation of basic and
diluted earnings (loss) per share:
181 days ended
June 30, 2002 2001 2000
----------------- ----------------- -----------------
Numerator:
Numerator for basic earnings (loss)per
share - net earnings (loss)
applicable to common shares $ (454,260) $ (220,279) $ 53,589
--------------- --------------- --------------
Denominator (in thousands):
Denominator for basic earnings (loss)
per share-weighted-average number
shares 30,219 659 658
-------------- -------------- --------------
Effect of dilutive securities:
Employee stock options - - 4
-------------- -------------- --------------
Denominator for diluted earnings
(loss) per share-adjusted weighted-average
number of shares and
assumed conversions 30,219 659 662
=============== ============== ==============
Basic earnings (loss) per share $ (15.03) $ (334.26) 81.44
=============== ============== ==============
Diluted earnings (loss) per share $ (15.03) $ (334.26) 80.95
=============== ============== ==============
For the years ended December 31, 2002 and 2001, the Corporation
excluded potential common shares equivalents from the loss per
share calculation as they were considered anti-dilutive.
- --------------------------------------------------------------------------------
FORM 20-F
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- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
The following table sets forth the computation of basic and
diluted loss per share from continuing operations:
181 days ended
June 30, 2002 2001 2000
------------------ ------------------ -----------------
Numerator:
Numerator for basic and diluted
earnings (loss) per share - net
earnings (loss) from continuing
operations applicable to common
shares $ (1,263,018) $ (555,793) $ (258,597)
=============== =============== ===============
Denominator (in thousands):
Denominator for basic and diluted
earnings (loss) per
share-weighted-average number of
shares 30,219 659 658
=============== ============== ==============
Basic and diluted earnings (loss)
from continuing operations per share $ (41.80) $ (843.39) $ (393.00)
=============== ============== ==============
For the years ended December 31, 2002, 2001 and 2000, the
Corporation excluded potential common shares equivalents from loss
per share from continuing operations calculation as they were
anti-dilutive.
s) FAIR VALUE OF STOCK OPTIONS
The fair value of each option is estimated at the date of grant
using the Black-Scholes option pricing model regarding the 1997
Plan and the ultimate parent Company's plan and using a binomial
option pricing model for the 2000 Plan. The following assumptions
were used for grants, for the respective Stock Option Plans:
2002 2001 2000
------------- ------------ -------------
Dividend yield
Corporation - 1997 plan - - -
Corporation - 2000 plan - - -
Ultimate parent company - - -
Expected volatility
Corporation - 1997 plan - - 58.4%
Corporation - 2000 plan - - 67.1%
Ultimate parent company - - -
Risk-free interest rates
Corporation - 1997 plan - - 6.3%
Corporation - 2000 plan - - 6.6%
Ultimate parent company - - -
Expected life
Corporation - 1997 plan - - 7.8 years
Corporation - 2000 plan - - 4.1 years
Ultimate parent company - - -
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles
in Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
The Corporation applied US Accounting Principles Board ("APB") 25
and related interpretations in accounting for its stock-based
compensation plans. No compensation expense was charged against
income in 2002, 2001 and 2000. Stock options and other stock-based
awards of the Corporation's parent company granted to executives
of the Corporation have also been considered in the determination
of stock-based compensation. Had costs for the stock-based
compensation plans been determined based on the fair value at the
grant dates for awards under those plans consistent with SFAS 123,
the Corporation's pro-forma net loss and loss per share would have
been as follows:
181 days ended
June 30, 2002 2001 2000
--------------- -------------- -------------
Net earnings (loss) applicable to common
shares under US GAAP
As reported $ (442,272) $(220,279) $ 53,589
Total stock-based compensation
expense determined under the fair
value based method (3,075) (9,354) (10,166)
--------------- -------------- -------------
Pro-forma (445,347) (229,633) 43,423
=============== ============== =============
Earnings (loss) per share basic and diluted
under US GAAP
As reported (334.26) 81.44
Pro-forma (348.46) 65.99
Weighted-average fair value per option of
options granted by the
Corporation - 1997 plan - 28.20
Corporation - 2000 plan - 9.70
Ultimate parent company - -
t) PROPORTIONATE CONSOLIDATION
The proportionate consolidation method is used to account for
interests in joint ventures. Under US GAAP, joint ventures which
are less than majority-owned but over which the Corporation
exercises significant influence would be accounted for using the
equity method. This would result in reclassifications in the
consolidated balance sheets and statements of earnings as at and
for the years ended December 31, 2001 and 2000 respectively. In
accordance with practices prescribed by the U.S. Securities and
Exchange Commission, the Corporation has elected, for the purpose
of this reconciliation, to account for interests in joint ventures
using the proportionate consolidation method.
u) COMPREHENSIVE INCOME
The following table represents comprehensive income in accordance
with SFAS 130 "Reporting Comprehensive Income":
181 days ended
June 30, 2002 2001 2000
--------------- --------------- ---------------
Net earnings (loss) applicable to common
shares under US GAAP $ (442,272) $ (220,279) $ 53,589
Other comprehensive income:
Foreign currency translation
adjustment, net of tax 135,708 9,036 (9,400)
------------- -------------- -------------
Comprehensive (loss) income $ (306,564) $ (211,243) $ 44,189
============= ============== =============
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FORM 20-F
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S t a t e m e n t s
- --------------------------------------------------------------------------------
29. Summary of differences between generally accepted accounting principles in
Canada and the United States ("US") and other supplementary US GAAP
disclosures (cont'd)
v) CONSOLIDATED STATEMENT OF EARNINGS UNDER CANADIAN GAAP FOR 181
DAYS ENDED JUNE 30, 2002.
181 days ended
June 30, 2002
---------------
Revenues $ 231,639
Cost of sales 101,472
Selling, general and administrative expenses 69,359
Depreciation and amortization 72,786
---------------
Operating loss from continuing operations (11,978)
Foreign exchange loss (79,186)
Interest expense (111,698)
Loss on investments (336,563)
Other expense (531)
---------------
Loss from continuing operations before
Non-controlling interest (539,956)
Non-controlling interest 5,274
---------------
Net loss from continuing operations (534,682)
Discontinued operations 643,622
---------------
Net earnings 108,940
Interest on convertible debentures (3,233)
---------------
Net earnings applicable to common shares $ 105,707
===============
w) RECENT PRONOUNCEMENTS
In August 2001, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 143, "Accounting for Asset Retirement
Obligations", which applies to financial statements for fiscal
years beginning after June 15, 2002. The standard covers how to
recognize and remeasure obligations associated with the retirement
of tangible long-lived assets. The Corporation does not believe
that SFAS No. 143 will have any material impact on its results of
operations or statement of net assets under US GAAP.
In November 2002, the FASB issued Interpretation (FIN) No. 45,
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others", which requires companies that act as guarantors to
disclose information in their financial statements about their
obligations under certain guarantees. FIN No. 45 defines a
guarantee and also requires guarantors to recognize a liability
for the fair value of the guarantee obligation.
The disclosure requirements of FIN No. 45 apply to financial
statements for periods ending after December 15, 2002 and have
been applied to these consolidated financial statements. The
recognition requirements of FIN No. 45 apply to guarantees made or
changed after December 31, 2002.
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S t a t e m e n t s
- --------------------------------------------------------------------------------
30. Comparative figures
Certain comparative figures have been reclassified in order to conform
with the presentation adopted in 2002.
31. Subsequent events
a) On March 3, 2003, BCI received the payment of the remaining
balance of US$170 million due under the AMX Note. These
proceeds represent the final payment on the sale of BCI's
interest in Telecom Americas on July 24, 2002. Upon the
exercise of the FX Option on March 4, 2003, the Corporation
received net proceeds of approximately $264,010,000.
b) Effective January 1, 2003, BCI's equity interest in Axtel
increased from 27.7% to 30.0% for no consideration upon the
automatic exercise of an option granted to BCI at the time of
the incorporation of Axtel.
On March 27, 2003, BCI announced that Axtel is proceeding with
a series of transactions pursuant to which Axtel's debt will
be reduced by US$400 million. These restructuring transactions
include a capital call on shareholders in which BCI is not
participating.
In connection with the restructuring, which also includes a
settlement of all obligations under a BCI service agreement
with Axtel, BCI will receive at closing approximately US$2.7
million in cash and two non-interest bearing notes, one in the
amount of approximately US$3.5 million payable in instalments
on June 30, September 30 and December 31, 2002, and the other
in the amount of approximately US$9.4 million payable in the
second quarter of 2006.
BCI's equity ownership in Axtel will decline from 30.0% to
1.5% on a fully diluted basis.
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FORM 20-F
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N o t e s t o t h e C o n s o l i d a t e d F i n a n c i a l
S t a t e m e n t s
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EXHIBIT INDEX
1.1 Articles of Arrangement dated July 17, 2002.
1.2 By-laws of the Corporation dated September 4, 1997 and Administrative
Resolution of the Corporation dated September 4, 1997, as amended on
May 4, 1999, October 20, 1999, March 7, 2000, May 1, 2002, January 24,
2003 and May 1, 2003.
2.0 Not applicable.
3.0 Not applicable.
4.0 Plan of Arrangement approved by the Ontario Superior Court of Justice
on July 17, 2002; and
Share Purchase Agreement among Bell Canada International Inc., Bell
Canada International Investments Limited and America Movil, S.A. de
C.V. dated as of May 31, 2002.
5.0 Not applicable.
6.0 See "Item 18: Financial Statements" of this annual report.
7.0 Not applicable.
8.0 Canbras Communications Corp.
9.0 Not applicable.
10.0 Not applicable.
11.0 Not applicable.
12.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as enacted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
12.2 Certification of Executive Vice-President and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
- --------------------------------------------------------------------------------
FORM 20-F
118
SIGNATURES
The Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Bell Canada International Inc.
By: (s) William D. Anderson
---------------------------------------------
William D. Anderson
Chairman and Chief Executive Officer
Date: April 30, 2003
- --------------------------------------------------------------------------------
FORM 20-F
119
CERTIFICATION PURSUANT TO SECTION 302
OF THE U.S. SARBANES-OXLEY ACT OF 2002
I, William D. Anderson, Chairman and Chief Executive Officer of Bell Canada
International Inc., certify that:
1. I have reviewed this annual report on Form 20-F of Bell Canada
International Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
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FORM 20-F
120
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or any other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Bell Canada International Inc.
By: (s) William D. Anderson
---------------------------------------------
William D. Anderson
Chairman and Chief Executive Officer
April 30, 2003.
- --------------------------------------------------------------------------------
FORM 20-F
121
CERTIFICATION PURSUANT TO SECTION 302
OF THE U.S. SARBANES-OXLEY ACT OF 2002
I, Howard N. Hendrick, Executive Vice-President and Chief Financial Officer
of Bell Canada International Inc., certify that:
1. I have reviewed this annual report on Form 20-F of Bell Canada
International Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
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FORM 20-F
122
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or any other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Bell Canada International Inc.
By: (s) Howard N. Hendrick
---------------------------------------------
Howard N. Hendrick
Executive Vice-President and Chief
Financial Officer
April 30, 2003.
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FORM 20-F
123