ENGLOBE CORP. ANNOUNCES ITS THIRD-QUARTER AND YEAR TO DATE 2010 HIGHLIGHTS
AND FINANCIAL RESULTS AND GOING PRIVATE TRANSACTION
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
QUEBEC CITY, Nov. 12 /CNW Telbec/ - EnGlobe Corp. ("EnGlobe" or the "Corporation") (TSX: EG), today announced financial results for the third quarter ended September 30, 2010.
Third quarter 2010 highlights
- $42.3 million in revenues;
- Adjusted EBITDA increased by $1.7 million over the same period last year to reach $7.8 million;
- Net earnings increased by $2.7 million compared to Q3 2009 to reach $4.6 million.
Third Quarter Results
In the third quarter, EnGlobe generated revenues of $42.3 million compared to $39.3 million for the same period last year, an increase of $3.0 million. This increase in revenues is due to solid performance by our Northern Canada Site Assessment and Remediation ("SAR") remediation operations, which contributed to an increase of $6.6 million in revenues compared to the same period last year. This increase was offset by the strengthening of the Canadian dollar against the pound sterling and the euro, which negatively impacted revenues by a total of $1.4 million. The Organic Waste Management ("OWM") division generated $5.0 million in revenues in the third quarter, which represented a $2.1 million decrease over the same period last year. This decrease in the OWM division's revenues is explained by the difficulties encountered by the pulp and paper industry where some of our clients have been negatively impacted by a reduction in demand combined with an increase in energy costs and by the closure of a less profitable facility at the end of the third quarter in 2009.
In the third quarter of 2010, adjusted EBITDA was $7.8 million compared to $6.1 million for the quarter ended September 30, 2009, representing an increase of $1.7 million or 27.9%. This was the result of strong performance by the SAR operations in Canada. These positive results were partially offset by the appreciation of the Canadian dollar versus the pound sterling and the euro.
The Corporation generated net earnings amounting to $4.6 million in the third quarter of 2010 compared to net earnings of $1.9 million in the quarter ended September 30, 2009. A strong commitment to operational excellence, EnGlobe's ability to deliver innovative value-added services and products and the geographic diversity of its sales all help explain EnGlobe's financial performance during the third quarter.
Cash provided by operating activities before net change in non cash working capital items for the third quarter was $7.0 million compared to $3.7 million in the same period last year, an increase of $3.3 million.
Also, further to the Corporation press release dated August 10, 2010, the previously announced agreement for the early conversion of EnGlobe's existing Class "A" convertible debentures and Series 1 preferred shares (collectively "Units") is now complete. "The conversion of the Units strengthens our balance sheet by almost doubling our debt to equity ratio, provides us with flexibility and relieves EnGlobe from paying principal amounts of the debenture and/or any interest accrued thereon.
Year-to-Date Results
For the first nine months of 2010, EnGlobe generated revenues of $95.3 million compared to $96.2 million a year earlier, a decrease of $0.9 million or 0.9%.
Adjusted EBITDA for the first nine months of the year was significantly higher at $15.1 million compared to $9.9 million for the same period in 2009. This increase was principally the result of strong performance in Canada and France, combined with an overall lower cost structure. The strong improvements in gross margin and Adjusted EBITDA demonstrated by all segments of the Corporation's business reflects the fact that EnGlobe is a transformed organization focused on delivering future growth and financial performance.
For the first nine months of 2010, EnGlobe reported net earnings of $4.6 million, compared to a net loss of $3.6 million for the same period in 2009. The increase is largely explained by improved operational performance and by increased productivity throughout the organization. Cash provided by operating activities in the first nine months of 2010 was $1.6 million compared with $1.3 million in the same period last year, an improvement of $0.3 million.
Management's Discussion and Analysis containing a full analysis of financial results and Financial Statements can be accessed at www.sedar.com.
Going Private Transaction
ONCAP II L.P. and certain affiliates ("ONCAP") and EnGlobe jointly announced today that they have entered into an arrangement agreement pursuant to which ONCAP, together with certain management shareholders, propose to acquire all of the outstanding common shares of EnGlobe that they do not currently own at a price of $0.265 per share. The offer price represents a premium of 130% to the closing share price on November 12, 2010 and a premium of 136% to the average closing share price for the last three months on the Toronto Stock Exchange. ONCAP currently owns 55.5% percent of the issued and outstanding common shares of EnGlobe or 80.4% of the issued and outstanding shares of EnGlobe assuming all convertible preferred shares were converted to common shares. The transaction values the common shares not currently owned by ONCAP at approximately $18.7 million. In addition, ONCAP has entered into agreements with certain shareholders of EnGlobe, who own or control approximately 25% of the outstanding common shares not owned by ONCAP, to vote their common shares in favour of the proposed transaction.
The Board of Directors of EnGlobe has received and accepted the unanimous recommendation from an independent committee of its directors, formed for the purposes of evaluating a potential going private transaction, to enter into the arrangement agreement and recommends that shareholders of EnGlobe accept the proposed arrangement. In making its recommendation, the independent committee considered, among other things, the opinion of its independent valuator, Blair Franklin Capital Partners Inc. ("Blair Franklin"), and believes the consideration to be paid to EnGlobe's shareholders, other than ONCAP and certain management shareholders, is fair from a financial point of view. The members of the independent committee and Board of Directors plan to vote all of their common shares in favour of the proposed arrangement transaction.
Mr. Michael Harris, Chairman of EnGlobe remarked: "The independent committee and the full Board of EnGlobe are unanimously supportive of the plan of arrangement. This transaction represents an opportunity for our shareholders to achieve liquidity at a significant premium to the current trading price of EnGlobe's common shares."
The transaction, if approved, will proceed by way of a court approved plan of arrangement pursuant to the Canadian Business Corporation Act. The plan of arrangement will be subject to customary conditions for approval of a plan of arrangement, including the favorable vote of a majority of EnGlobe' shareholders, other than ONCAP and certain management shareholders, represented at a special meeting of EnGlobe' shareholders called to consider the transaction. In accordance with applicable corporate and securities regulatory requirements, the terms and conditions of the plan of arrangement will be disclosed in an information circular which is expected to be reviewed by the Superior Court of Québec in the coming weeks and mailed to all shareholders of EnGlobe shortly thereafter. The information circular will contain the recommendation of EnGlobe' Board of Directors that the shareholders approve the transaction and will also include the formal valuation prepared by Blair Franklin.
About EnGlobe Corp.
EnGlobe Corp. is a leading international integrated environmental services company specializing in the management of contaminated soils and organic based waste streams, with an emphasis on beneficial reuse. EnGlobe offers cost-effective solutions to municipal, commercial and industrial clients in Canada, the north-eastern United States, the United Kingdom and France through its divisions and subsidiaries: Biogénie, Biogénie Europe SAS, Biogénie Site Remediation Limited and Celtic Technologies Limited for site assessment and remediation, GSI Environment Inc. for organic waste management, and Tanknology Canada Inc. for tank testing and calibration. Shares of EnGlobe trade on the Toronto Stock Exchange under the ticker symbol EG. Additional information is available at www.englobecorp.com.
Forward-Looking Statements
This press release contains certain forward-looking statements. Such statements relate to, among other things, sales growth, expansion and growth of the Corporation's business, future capital expenditures and the Corporation's business strategy. Forward-looking statements are subject to inherent uncertainties and risks including, but not limited to: general industry and economic conditions, changes in the Corporation's relationships with its suppliers, pricing pressures and other competitive factors, the availability and costs of fuels and utilities, the results of the Corporation's ongoing efforts to improve cost effectiveness, changes in regulatory requirements affecting the Corporation's business and the availability and terms of financing. Other Risk Factors are set out and described in the Corporation's Annual Information Form which is available at www.sedar.com. Consequently, actual results and events may vary significantly from those included in, contemplated by or implied by such forward-looking statements. In evaluating forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from such forward-looking statements.
For further information:
Mario Saucier Investor Relations T :+1-450-929-4949, ext. 222 [email protected] |
Marie-Chantal Turcotte Corporate Communications T:+1- 418-781-0191, ext. 5235 mcturcotte@englobecorp.com |
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