Eight Consecutive Quarters of Year-Over-Year Improvement in Customer Retention
TORONTO, ONTARIO–(Marketwired – Aug. 14, 2014) – EnerCare Inc. ("EnerCare") (TSX:ECI), one of Canada's leading providers of energy conservation products and services, today reported its financial results for the second quarter ended June 30, 2014.
Q2 2014 Financial Highlights
Quarter ended June 30, 2014 versus quarter ended June 30, 2013
(in thousands of Canadian dollars except per unit amounts)1
- Total revenues increased by 3% to $74,047
- Rentals attrition improved by 21%
- EBITDA2 increased by 10% to a record $40,735
- Payout Ratio – Maintenance2 improved to 45%
- Sales activities were strong with 5,000 contracted sub-metering units
"I am very pleased with the healthy, consistent growth that we have seen quarter after quarter," said John Macdonald, President and CEO. "Our key priorities focus on strengthening our core and advancing both the rentals and sub-metering businesses. Our record performance this quarter and year-to-date is evidence that we are successfully executing against our plan."
Recent Development
EnerCare Signs Agreement to Acquire Direct Energy's Home and Small Commercial Services Business in Ontario.
On July 24, 2014, EnerCare announced that it had entered into a definitive asset purchase agreement (the "Asset Purchase Agreement") to purchase the Ontario home and small commercial services business ("OHCS") of Direct Energy Marketing Limited ("DE") (the "Acquisition") for a purchase price of approximately $550 million, subject to working capital and other adjustments. EnerCare also announced that it entered into an agreement with a syndicate of underwriters to issue, on a bought deal basis, approxi mately $310 million of subscription receipts, with the potential for an additional approximately $23 million pursuant to an over-allotment option, to partially finance the Acquisition (the "Offering"). EnerCare has received notice that the over-allotment option will be exercised in full. The subscription receipts are exchangeable on a one-for-one basis for common shares of EnerCare (the "Shares"). In addition, two Canadian chartered banks have committed to provide debt funding to EnerCare's subsidiary, EnerCare Solutions Inc. ("EnerCare Solutions"), for the Acquisition in the form of unsecured credit facilities in an aggregate amount of $633 million, of which EnerCare expects to draw $223 million at closing of the Acquisition (the "Debt Financing"). Pursuant to the Asset Purchase Agreement, EnerCare will issue approximately $100 million of Shares to DE on a private placement basis in partial satisfaction of the purchase price of the Acquisition. Closing is expected during the fourth quarter of 2014.
Transaction Highlights
- Restores what was once a combined business and significantly aligns, strengthens and expands EnerCare's platform and offers additional opportunities for growth.
- Aligns the two entities and creates a stronger integrated business that will have direct access to its customers and control over all aspects of its operations.
- Accretion in excess of 25% in EnerCare's Pro forma Distributable Cash per Share3 is expected by 2015.
- Post-closing, EnerCare expects to maintain an investment grade credit rating.
- Ongoing alignment with DE who will be a significant shareholder of EnerCare for at least 18 months.
Pro Forma Financial Highlights
- Pro forma fiscal year 2013 comb ined annual revenue of EnerCare estimated to be approximately $527 million.
- Fiscal year 2013 Pro forma Adjusted EBITDA4 and Pro forma Distributable Cash4 of EnerCare is estimated to be 25% and 87% higher than EnerCare's fiscal year 2013 Adjusted EBITDA2 and Distributable Cash2, respectively.
- Fiscal year 2013 Pro forma Payout Ratio4 of EnerCare is estimated to be 65% as compared to EnerCare's fiscal year 2013 Payout Ratio2 of 78%.
- With the successful close of the Offering, EnerCare's total pro forma debt outstanding will be approximately $709 million, with more favourable bank loan covenants.
- Debt financing maintains EnerCare's laddered debt maturity schedule.
| 1 | Unless otherwise noted, amounts are reported in thousands, except customers, units, shares and per share amounts and percentages. Dollar amounts are expressed in Canadian currency. |
| 2 | EBITDA, Adjusted EBITDA, Pro forma Adjusted EBITDA, Distributable Cash, Pro forma Distributable Cash, Distributable Cash per Share, Pro forma Distributable Cash per Share, Payout Ratio, Payout Ratio – Maintenance and Pro forma Payout Ratio are non-IFRS financial measures: refer to the Non-IFRS Financial Measures section in this news release. |
| 3 | Pro forma Distributable Cash is a non-IFRS financial measure, refer to the Non-IFRS Financial Measures section in this news release. Excludes certain identified OHCS corporate allocation charges of approximately $9 million of non-transferring costs for corporate shared service expenses, $1.8 million for non-transferring employee pension costs and, in the case of Pro forma Distributable Cash only, non-transferring employee cash pension costs of approximately $10 million, transaction-related costs estimated to be $23 million and non-recurring transition-related costs. Gives effect to the Offering, excluding the over-allotment option. |
| 4 | EBITDA, Adjusted EBITDA, Pro forma Adjusted EBITDA, Distributable Cash, Pro forma Distributable Cash, Distributable Cash per Share, Pro forma Distributable Cash per Share, Payout Ratio and Pro forma Payout Ratio are non-IFRS financial measures, refer to the Non-IFRS Financial Measures section in this news release. Excludes certain identified OHCS corporate allocation charges of approximately $9 million of non-transferring costs for corporate shared service expenses, $1.8 million for non-transferring employee pension costs and, in the case of Pro forma Distributable Cash only, non-transferring employee cash pension costs of approximately $10 million, transaction-related costs estimated to be $23 million, non-recurring transition-related costs and synergies and financial enhancements. Gives effect to the Offering, excluding the over-allotment option. |
Results of Operations
Earnings Statement
| Three months ended June 30, | Six months ended June 30, | ||||||||||||
| (000's) | 2014 | 2013 | 2014 | 2013 | |||||||||
| Revenues: | |||||||||||||
| Rentals | $ | 49,224 | $ | 47,293 | $ | 97,860 | $ | 94,375 | |||||
| Sub-metering | 24,743 | 24,262 | 58,295 | 51,222 | |||||||||
| Investment income | 80 | 49 | 117 | 317 | |||||||||
| Total revenues | $ | 74,047 | $ | 71,604 | $ | 156,272 | $ | 145,914 | |||||
| Commodity charges | 19,570 | 20,037 | 47,929 | 42,188 | |||||||||
| SG&A expenses: | |||||||||||||
| Rentals | 3,011 | 4,090 | 6,461 | 7,907 | |||||||||
| Sub-metering | 3,389 | 2,718 | 7,120 | 6,002 | |||||||||
| Corporate | 4,891 | 4,235 | 8,930 | 7,596 | |||||||||
| Total SG&A expenses | 11,291 | 11,043 | 22,511 | 21,505 | |||||||||
| Amortization expense | 24,870 | 24,344 | 49,376 | 48,700 | |||||||||
| Loss on disposal of equipment | 2,371 | 3,449 | 5,375 | 6,341 | |||||||||
| Interest expense: | |||||||||||||
| Interest expense payable in cash | 5,799 | 5,805 | 11,607 | 14,099 | |||||||||
| Make-whole payment on early redemption of debt | – | – | 13,754 | ||||||||||
| Non-cash interest expense | 164 | 171 | 328 | 5,096 | |||||||||
| Total interest expense | 5,963 | 5,976 | 11,935 | 32,949 | |||||||||
| Total expenses | 64,065 | 64,849 | 137,126 | 151,683 | |||||||||
| Other income | – | 1,678 | 408 | 1,678 | |||||||||
| Earnings/(loss) before income taxes | 9,982 | 8,433 | 19,554 | (4,091 | ) | ||||||||
| Current tax (expense) | (6,335 | ) | (4,591 | ) | (12,414 | ) | (10,179 | ) | |||||
| Deferred income tax recovery | 3,810 | 3,640 | 7,331 | 11,364 | |||||||||
| Net earnings/(loss) | $ | 7,457 | $ | 7,482 | $ | 14,471 | $ | (2,906 | ) | ||||
| EBITDA | $ | 40,735 | $ | 37,026 | $ | 80,340 | $ | 75,56 3 | |||||
| Adjusted EBITDA | $ | 43,106 | $ | 42,153 | $ | 86,123 | $ | 83,582 | |||||
Revenues
Total revenues of $74,047 for the second q uarter of 2014 increased by $2,443 or 3% and by $10,358 or 7% to $156,272 year to date compared to the same periods in 2013. Rentals revenues for the quarter increased by $1,931 to $49,224 and by $3,485 to $97,860 year to date, compared to the same periods in 2013, primarily due to a rental rate increase implemented in January 2014, improved billing completeness and changes in asset mix, partially offset by fewer installed assets. Sub-metering revenues in the second quarter of 2014 were $24,743, an increase of $481 or 2% with year to date revenues increasing to $58,295 or 14% over the comparable periods in 2013, primarily as a result of increased billable units and the associated commodity charges. Sub-metering revenue includes total pass through energy charges of $19,570 in the second quarter and $47,929 year to date in 2014, a reduction of $467 and increase of $5,741, respectively, over the same periods in 2013.
Investment income was $80 in the second quarter and $117 year to date in 2014, an increase of $31 and decrease of $200, respectively, over the same periods in 2013. The change in investment income was primarily attributable to higher investment balances in the second quarter of 2014. During the first quarter of 2013 investment balances were greater due to the issuance of $225,000 of 4.60% Series 2013-1 Senior Unsecured Notes of EnerCare Solutions, which mature on February 3, 2020 ("2013 Notes") approximately 30 days prior to the redemption of $270,000 of 6.75% Series 2009-2 Senior Notes of EnerCare Solutions, which were redeemed on March 6, 2013 ("2009-2 Notes").
Selling, General & Administrative Expenses
Total selling, general & administrative ("SG&A") expenses were $11,291 in the second quarter of 2014, an increase of $248 or 2% compared to the same period in 2013. Sub-metering SG&A expenses were $3,389 or $671 greater in the second quarter of 2014 compared to the same period in 2013, primarily as a result of increased wages a nd benefits of approximately $600 and bad debts of $200, partially offset by reductions in professional fees of $100. Rentals and corporate expenses of $7,902 decreased by $423 over the second quarter of 2013, primarily from reductions of approximately $700 in claims and $400 in selling expenses, partly offset by increases of $300 in wages and benefits, $300 in professional fees and $100 on account of billing and servicing costs. During the second quarter of 2014, approximately $700 in professional fees were accrued associated with the entering into of the Asset Purchase Agreement.
Year to date total SG&A expenses were $22,511 or $1,006 higher than the same period in 2013. Sub-metering SG&A expenses of $7,120 were $1,118 higher year to date in 2014 compared to 2013, primarily as a result of increased wages and benefits of approximately $1,000, bad debts of $100 and cost of goods of $100, partially offset by reductions in selling expenses of $100. Rentals and corporate expenses of $15,391 year to date in 2014 decreased by $112 over the same period in 2013, primarily from reductions of approximately $900 in selling expenses, $600 in claims and $100 in office expenses, partly offset by increases of $800 in wages and benefits, $500 in professional fees and $200 on account of billing and servicing costs.
Amortization Expense
Amortization expense increased by $526 or 2% to $24,870 in the second quarter of 2014 and by $676 or 1% to $49,376 year to date over the same periods of 2013, primarily due to an increasing capital asset base from asset mix changes in the rentals portfolio and increased sub-metering capital investments, which are amortized over a shorter life than the rentals business.
Loss on Disposal of Equipment
EnerCare reported a loss on disposal of equipment of $2,371 in the second quarter of 2014, and $5,375 year to date, reductions of $1,078 or 31% and $966 or 15%, respectively, over the same periods in 2013. The loss on disposal amount is influenced by the number of assets retired, proceeds on disposal of equipment, changes in the retirement asset mix and the age of the assets retired.
Interest Expense
| Three months ended June 30, | Six months ended June 30, | |||||||
| (000's) | 2014 | 2013 | 2014 | 2013 | ||||
| Interest expense payable in cash | $ | 5,799 | $ | 5,805 | $ | 11,607 | $ | 14,099 |
| Make-whole payment on early redemption of debt | – | – | – | 13,754 | ||||
| Non-cash items: Amortization of OCI and financing costs | 164 | 171 | 328 | 5,096 | ||||
| Interest expense | $ | 5,963 | $ | 5,976 | $ | 11,935 | $ | 32,949 |
Interest expense payable in cash decreased by $6 to $5,799 in the second quarter of 2014 and by $2,492 to $11,607 year to date, compared to the same periods in 2013. The decreases are primarily related to the conversion of convertible debentures to Shares and reduction in interest rates with the early redemption in 2013 of the 2009-2 Notes associated with the issuance of the 2013 Notes. The make-whole payment of $13,754 was incurred upon the early redemption of the 2009-2 Notes and the drawdown of the term loan. Amortization of other comprehensive income ("OCI") and financing costs for 2013 include the previously unamortized costs associated with the 2009-2 Notes and $4,023 of accumulated OCI which was fully reclassified to earnings in the first quarter in 2013.
Other Income
During the first quarter of 2014, EnerCare realized a settlement of $408 from DE on account of the reclassification of certain water heaters under the Co-ownership Agreement to EnerCare's owned portfolio, originally associated with the Toronto Hydro Energy Services Inc. portfolio acquisition. During the second quarter of 2013, EnerCare and DE reached a settlement of $1,678 on account of billing and collection matters in respect of water heater buyouts.
Income Taxes
EnerCare reported a current tax expense of $6,335 in the second quarter of 2014 and $12,414 year to date, increases of $1,744 and $2,235, respectively, over the same periods in 2013, primarily as a result of higher taxable income. The deferred income tax recovery of $3,810 for the second quarter of 2014 and $7,331 year to date, an increase of $170 and decrease of $4,033, respectively, were primarily as a result of temporary d ifference reversals in the rentals and sub-metering businesses, including the impact of the 2013 make-whole payment.
Net Earnings
Net earnings in the second quarter of 2014 were $7,457, or $25 lower than in the same period in 2013 as previously described. The 2014 year to date net earnings of $14,471 improved by $17,377 over the same period in 2013, primarily driven by the make-whole payment of $13,754 made in 2013 in respect of the early redemption of the 2009-2 Notes.
EBITDA and Adjusted EBITDA
The following table summarizes comparative quarterly results for the last eight quarters, and reconciles net earnings, an IFRS measure, to EBITDA and Adjusted EBITDA.
| (000's) | Q2/14 | Q1/14 | Q4/13 | Q3/13 | Q2/13 | Q1/13 | Q4/12 | Q3/12 |
| Net earnings / (loss) | $7,457 | $7,014 | $4,793 | $6,931 | $7,482 | $(10,388) | $(2,096) | $2,154 |
| Deferred tax (recovery) | (3,810) | (3,521) | (3,552) | (3,134) | (3,640) | (7,724) | (4,155) | (2,668) |
| Current tax expense | 6,335 | 6,079 | 6,148 | 5,525 | 4,591 | 5,588 | 5,217 | 3,902 |
| Amortization expense | 24,870 | 24,506 | 25,792 | 25,228 | 24,344 | 24,356 | 25,175 | 25,407 |
| Interest expense | 5,963 | 5,972 | 6,002 | 6,022 | 5,976 | 26,973 | 11,937 | 9,035 |
| Other (income) / expense | – | (408) | (769) | (2,000) | (1,678) | – | 362 | (855) |
| Investment (income) | (80) | (37) | (35) | (21) | (49) | (268) | (180) | (16) |
| EBITDA | 40,735 | 39,605 | 38,379 | 38,551 | 37,026 | 38,537 | 36,260 | 36,959 |
| Add: Loss on disposal of equipment | 2,371 | 3,004 | 2,666 | 2,633 | 3,449 | 2,892 | 3,523 | 3,397 |
| Add: Other income / (expense) | – | 408 | 769 | 2,000 | 1,678 | – | (362) | 855 |
| Adjusted EBITDA(1) | $43,106 | $43,017 | $41,814 | $43,184 | $42,153 | $41,429 | $39,421 | $41,211 |
| 1 Historical Adjusted EBITDA has been conformed to the current presentation which includes other income and expense. |
Outlook
The forward-looking statements contained in this news release are not historical facts but, rather, reflect EnerCare's current expectations regar ding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" in this news release.
EnerCare continued to experience improved results in the rentals business through increasing average monthly rental rates as a result of our HVAC strategy and improved customer retention. We believe that the factors contributing to the decline in attrition over the last five years, including improving consumer awareness, as well as the new Enbridge open bill access agreement and Bill 55, will create a more favourable environment for further improvement in customer retention. Our key priorities and initiatives for the rentals business in 2014 remain focused on growing revenue in excess of annual rate increases, increasing the number of unit additions, continuing to improve attrition and as a result, increase Adjusted EBITDA.
The purchase of DE's OHCS business will be transformative for EnerCare. When combined, EnerCare will have direct access to its customers, control over all aspects of its operations and larger financial scale.
Our priority for the first 12-months after closing of the Acquisition will be on implementing the reunification of the two businesses. This will significantly strengthen and expand EnerCare's core business and will provide us with additional opportunities for growth.
In respect of sub-metering, we are pleased with our year to date sales of 12,000 units. We continue to make improvements in productivity and operational efficiencies through our lean program and anticipate further advancements in our collection and client remittance processes. We also expect a continuation of the favorable adoption rates we have experienced with the introduction of e-billing. Interest in our "whole building" solution and in particular thermal metering continues to be strong.
Financial Statements and Management's Discussion and Analysis
EnerCare's financial statements and management's discussion and analysis for the second quarter of 2014 are available on SEDAR at www.sedar.com or on EnerCare's investor relations website at www.enercareinc.com.
Conference Call and Webcast
Management will host a conference call and live audio webcast to discuss EnerCare's financial results for the second quarter ended June 30, 2014 this morning, at 10:00 a.m. John Macdonald, President and CEO, and Evelyn Sutherland, CFO, will be on the call. Details of the call and webcast are as follows:
| Date: | Thursday, August 14, 2014 |
| Time: | 10:00 a.m. – 11:00 a.m. (ET) |
| By Telephone: | 647.788.4922 or 1.877.223.4471 |
| Please allow 10 minutes to be connected to the conference call. | |
| Webcast: | http://www.gowebcasting.com/5122 |
| Note: this is a listen-only audio webcast. Media Player or Real Player is required to listen to the broadcast. | |
| Replay: | An archived audio webcast will be available at: http://www.enercareinc.com/ for one year following the original broadcast. |
| Note: | A slide presentation intended for simultaneous viewing with the conference call will be available the morning of August 14, 2014 at: http://www.enercareinc.com/. |
About EnerCare
EnerCare owns a portfolio of approximately 1.1 million installed water heaters and other assets, rented primarily to residential customers in Ontario. EnerCare also owns EnerCare Connections Inc., a leading sub-metering company, with metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada.
Additional information regarding EnerCare is available on SEDAR at www.sedar.com or through EnerCare's investor relations website at www.enercareinc.com or at www.enercare.ca.
Non-IFRS Financial Measures ("IFRS")
The information presented in this news release includes certain adjusted financial measures which are not defined under IFRS as noted below. EnerCare's method of calculating the non-IFRS measures may differ from the methods used by other issuers. Therefore, EnerCare's non-IFRS measures may not be comparable to similar measures presented by other issuers.
EBITDA is comprised of net earnings plus income taxes, interest expense and amortization expense, less investment and other income. It is one metric that can be used to determine EnerCare's ability to service its debt, finance c apital expenditures, and provide for the payment of dividends to shareholders. EBITDA is reconciled with net earnings, an IFRS measure.
Adjusted EBITDA is comprised of net earnings plus income taxes, interest expense, amortization expense, impairment losses, loss on disposal of equipment, less investment income. It is one metric that can be used to determine EnerCare's ability to service its debt, finance capital expenditures, and provide for the payment of dividends to shareholders. Adjusted EBITDA is reconciled with net earnings, an IFRS measure.
Pro forma Adjusted EBITDA is comprised of pro forma net earnings plus income taxes, interest expense, amortization expense, impairment losses, loss on disposal of equipment, less investment income. This measure further includes adjustments to eliminate certain identified corporate allocation charges and non-transferring employee pension costs incurred by OHCS in order to normalize Pro forma Adjusted EBITDA for costs that are not expected to be incurred by EnerCare following its acquisition of OHCS. It is one metric that can be used to illustrate EnerCare's anticipated ability to service its debt, finance capital expenditures, and provide for the payment of dividends to shareholders, on a post-Acquisition basis.
Distributable Cash is comprised of net earnings of EnerCare, plus non-cash items, such as deferred income taxes, amortization and non-recurring expenses related to the acquisition and transition of OHCS, plus the proceeds on disposal of equipment, less capital expenditures (excluding growth capital) and other non-recurring income. Capital expenditures outside of EnerCare's traditional rentals asset purchases, such as sub-metering equipment, acquisitions and infrastructure assets are considered by management to be growth expenditures and are therefore not deducted in the determination of Distributable Cash. Distributable Cash is reconciled with cash provided by operating activities, an IFRS measure.
Pro forma Distributable Cash is a pro forma measure calculated from pro forma net earnings, plus non-cash items such as deferred income taxes, amortization and non-recurring expenses related to the acquisition and transition of OHCS, plus the proceeds on disposal of equipment, less rentals capital expenditures (excluding growth capital), contributions to the defined benefit plan, payments for capital lease obligations and other non-recurring income. This measure further includes adjustments to eliminate certain identified cash corporate allocation charges and non-transferring employee cash pension costs incurred by OHCS in order to normalize the calculation of Pro forma Distributable Cash for costs that are not expected to be incurred by EnerCare following the Acquisition. It is one metric that can be used to illustrate EnerCare's anticipated ability to service its debt, finance capital expenditures, and provide for the payment of dividends to shareholders, on a post-Acquisition basis.
Distributable Cash per Share is a measure of the amount of Distributable Cash calculated on a per Share basis.
Pro forma Distributable Cash per Share is a measure of the amount of the Pro forma Distributable Cash calculated on a per pro forma Share basis, giving effect to the Offering but excluding the exercise of the over-allotment option.
Distributable Cash – Maintenance is the same as the historical Distributable Cash, except that rentals capital expenditures associated with new customer additions and buyout proceeds on disposal of equipment associated with lost customers are excluded. Growth expenditures under a Distributable Cash – Maintenance definition includes capital expenditures such as rentals new customer equipment additions, sub-metering equipment, acquisitions and infrastructure assets.
Payout Ratio is the percentage of Distributable Cash to dividends (excluding the exe rcise of the over-allotment option) declared to shareholders during a period and represents the ability of EnerCare to pay dividends, finance capital expenditures and add to its cash reserves.
Pro forma Payout Ratio is the percentage of Pro forma Distributable Cash to dividends declared to shareholders during a period. It is one metric that can be used to illustrate EnerCare's post-Acquisition ability to service its debt, finance capital expenditures, and provide for the payment of dividends to shareholders.
Payout Ratio – Maintenance is similar to the Payout Ratio, except that the ratio is calculated as the percentage of Distributable Cash – Maintenance to dividends declared to shareholders during the period and represents the ability of EnerCare to pay dividends, add to its cash reserves and illustrate the proportion of cash required to maintain its existing customer base.
EBITDA, Adjusted EBITDA, Pro forma Adjusted EBITDA, Distributable Cash, Pro forma Distributable Cash, Distributable Cash per Share, Pro forma Distributable Cash per Share, Payout Ratio and Pro forma Payout Ratio (collectively, the "Non-IFRS Measures") are not standard measures recognized under IFRS and do not have standardized meanings prescribed by IFRS. These "Non-IFRS Measures" are supplemental measures of a company's historical performance, which for purposes of this news release, have also been presented on a pro forma basis. EnerCare believes that the non-IFRS measures on both a historical basis and a pro forma basis are relevant for, among other things, purposes of evaluating its ability to service debt, finance capital expenditures and its ability to pay dividends on the Shares. Reconciliations of EBITDA, Adjusted EBITDA, Distributable Cash, Distributable Cash per Share and Payout Ratio to the most directly comparable measure calculated in accordance with IFRS are provided in EnerCare's most recently file d management's discussion and analysis.
EBITDA, Adjusted EBITDA, Pro forma Adjusted EBITDA, Distributable Cash, Pro forma Distributable Cash, Distributable Cash per Share, Pro forma Distributable Cash per Share, Payout Ratio, Payout Ratio – Maintenance and Pro forma Payout Ratio should not be construed as alternatives to net income or earnings per Share determined in accordance with IFRS as indicators of EnerCare's performance, or as alternatives to pro forma net earnings and pro forma earnings per Share.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). Statements other than statements of historical fact contained herein may constitute forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to EnerCare, including EnerCare's business operations, business strategy and financial condition. Forward-looking statements may include words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "goal", "intends", "may", "outlook", "plans", "strive", "target" and "will", although not all forward-looking statements contain these words.
Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the following:
- timing and completion of the Acquisition, which may be impacted by the conditions in the Asset Purchase Agreement;
- EnerCare's ability to pay dividends to shareholders; and
- the impact of the Acquisition on EnerCare's business and current and anticipated economic conditions.
These forward-looking statements may reflect the internal projections, expectations, future growth, results of operations, performance, business prospects and opportunities of EnerCare and are based on information currently available to EnerCare and/or assumptions that EnerCare believes are reasonable. Actual results and developments may differ materially from results and developments discussed in the forward-looking statements, as they are subject to a number of risks and uncertainties. In developing these forward-looking statements, certain material assumptions were made.
These forward-looking statements are also subject to certain risks, including but not limited to:
- actual future market conditions being different than those anticipated by management;
- the failure to realize some or all of the anticipated benefits of the Acquisition; and
- the continued reliance on DE as a result of the transition services agreement to be entered in connection with the Acquisition.
Material factors or assumptions that were applied to drawing a conclusion or making an estimate set out in forward-looking statements include but are not limited to:
- the view of management regarding current and anticipated market conditions;
- industry trends remaining unchanged;
- the successful completion of the Acquisition and the financing thereof;
- the financial and operating attributes of EnerCare and OHCS as at August 13, 2014 and the anticipated future performance of Ene rCare and OHCS following the Acquisition;
- eliminations of transactions and balances between OHCS and EnerCare;
- assumptions regarding the interest rates of the Debt Financing;
- the effective acquisition multiple and the extent to which the Acquisition is accretive, each of which may be impacted by final financing arrangements, the realization and timing of synergies and the operating performance of EnerCare and OHCS;
- assumptions regarding non-recurring transaction and transition costs estimated to be incurred by EnerCare in connection with the Acquisition;
- assumptions regarding future selling, general and administrative costs estimated to be incurred by EnerCare in connection with the management of OHCS by EnerCare following the Acquisition;
- assumptions regarding future benefits anticipated by management to be realized in respect of certain contract negotiations completed by OHCS in its 2012 and 2014 collective agreements with unionized employees and its agreements with licensed franchisees in 2012;
- assumptions regarding pension and other employee-related benefits liabilities and expenses to be assumed by EnerCare in the Acquisition; and
- assumptions regarding the fair value of the assets acquired and liabilities assumed under the Asset Purchase Agreement and the related tax deductions and payments.
There can be no assurance that the Acquisition will occur or that any of the anticipated strategic benefits and operational, competitive and cost synergies will be realized. The Acquisition is subject to various approvals, including approvals under the Competition Act (Canada) and by the Toronto Stock Exchange, and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be satisfied. The Acquisition could be modified, restructured or terminated at any time.
Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on such forward-looking statements and assumptions as management cannot provide assurance that actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, EnerCare. These forward-looking statements are subject to change as a result of new information, future events or other circumstances in which case they will only be updated by EnerCare where required by law.
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