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SOURCE Wajax Corporation
TSX Symbol: WJX
TORONTO, Oct. 9, 2013 /CNW/ - Wajax Corporation ("Wajax" or the "Corporation") today announced that it has launched a private placement offering (the "Offering") of $125 million (all $ are Canadian) aggregate principal amount of its senior unsecured notes due 2020 (the "Notes"). The Corporation intends to use the net proceeds of the Notes to repay borrowings under its senior secured credit facilities, which in turn may be redrawn for general corporate purposes.
In addition, effective upon the closing of the Offering, the Corporation will amend its senior secured credit facilities in order to, among other things, permit the Offering of Notes and reduce the total available committed amount of the facilities from $300 million to $250 million. These amendments are conditional upon the closing of the Offering.
The Corporation today also announced that, based on information currently available to management, it currently expects third quarter 2013 revenue to be between $335 million and $345 million, compared to $356.4 million for the same quarter last year, and third quarter 2013 EBITDA (see "Non-GAAP Measure" section below) to be between $22 million and $24 million, compared to $27.6 million in the third quarter of 2012. While these estimates would result in third quarter 2013 revenue and net earnings being less than last year, management currently expects its full year 2013 outlook for net earnings to be consistent with its expectation announced at the end of the second quarter of this year. Net earnings and a reconciliation of anticipated EBITDA to net earnings for the third quarter of 2013 cannot be provided at this time because the relevant line items in our income statement have not been finalized with sufficient certainty. The Corporation currently expects to announce its third quarter 2013 results on November 5, 2013.
As discussed in the Corporation's second quarter 2013 earnings release, the Corporation continues to have a cautious outlook regarding its end markets for the rest of 2013 and continues to expect that full year 2013 net earnings will be less than 2012.
Commenting on this announcement, Mark Foote, President and CEO stated, "Successful completion of this Offering will introduce a longer term fixed rate layer of debt into Wajax's capital structure at a time when interest rates remain historically low."
All figures reported above with respect to the third quarter of 2013 are preliminary and are subject to change and adjustment as the Corporation's third quarter 2013 financial results are finalized. Accordingly, investors are cautioned not to place undue reliance on the foregoing guidance. The Corporation is issuing preliminary results in order to enable it to disclose such information in connection with the Offering of Notes described above, and does not intend to continue to provide preliminary results in the future. The preliminary results provided in this news release constitute forward-looking statements within the meaning of applicable securities laws, are based on a number of assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially. Please see the section below entitled Cautionary Statement Regarding Forward-Looking Information.
EBITDA, which is defined by the Corporation as earnings before finance costs, income tax expense and depreciation and amortization, is a non-GAAP measure that does not have a standardized meaning prescribed by GAAP. Therefore, this financial measure may not be comparable to similar measures presented by other issuers. Investors are cautioned that this measure should not be construed as an alternative to profit or cash flow from operating activities determined in accordance with GAAP as an indicator of the Corporation's performance. The Corporation's management believes that EBITDA is commonly reported and widely used by investors as an indicator of a company's cash operating performance and ability to service debt. The following is a reconciliation of the Corporation's net earnings to EBITDA for the third quarter of 2012:
For the three months
ended September 30, 2012
|Depreciation and amortization||4.6|
|Income tax expense||5.7|
The Corporation's Third Quarter 2013 unaudited Consolidated Financial Statements and Notes and its Third Quarter 2013 Management's Discussion and Analysis are currently expected to be available and filed on SEDAR at www.sedar.com on November 5, 2013.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws. The Notes will be offered and sold in Canada on a private placement basis only to "accredited investors" pursuant to certain prospectus exemptions. The Notes may be offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), any state securities laws or the laws of any other jurisdiction, and may not be offered or sold in the U.S. absent registration or an applicable exemption from such registration requirements.
Wajax is a leading Canadian distributor engaged in the sale, rental and after-sale parts and service support of mobile equipment, power systems and industrial components, through a network of 126 branches across Canada. The Corporation is a multi-line distributor and represents a number of leading worldwide manufacturers across its core businesses. Its customer base is diversified, spanning natural resources, construction, transportation, manufacturing, industrial processing and utilities.
Cautionary Statement Regarding Forward Looking Information
This news release contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "anticipates", "intends", "predicts", "expects", "is expected", "scheduled", "believes", "estimates", "projects" or "forecasts", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors beyond the Corporation's ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward looking statements. There can be no assurance that any forward looking statement will materialize. Accordingly, readers should not place undue reliance on forward looking statements. The forward looking statements in this news release are made as of the date of this news release, reflect management's current beliefs and are based on information currently available to management. Although management believes that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this news release includes forward looking statements regarding, among other things, the expected timing and completion of the Offering, the amendment of, and reduction of the commitments under, our senior secured credit facilities, the use of net proceeds from the Offering, the terms of the Notes, the amendment of our senior secured credit facilities, our anticipated results for the third quarter ended September 30, 2013, our 2013 outlook for our end markets and our outlook with respect to our financial results for the third quarter of 2013 and the 2013 financial year, including earnings for full-year 2013. These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions regarding general business and economic conditions, the supply and demand for, and the level and volatility of prices for, commodities, financial market conditions, including interest rates, the future financial performance of the Corporation, our costs, market competition, our ability to attract and retain skilled staff, our ability to procure quality products and inventory and our ongoing relations with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive. Factors that may cause actual results to vary materially include, but are not limited to, a deterioration in general business and economic conditions, volatility in the supply and demand for, and the level of prices for, commodities, fluctuations in financial market conditions, including interest rates, the level of demand for, and prices of, the products and services we offer, market acceptance of the products we offer, termination of distribution or original equipment manufacturer agreements, unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of quality products or inventory, supply disruptions, job action and unanticipated events related to health, safety and environmental matters), our ability to attract and retain skilled staff and our ability to maintain our relationships with suppliers, employees and customers. The foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws. Further information concerning the risks and uncertainties associated with these forward looking statements and the Corporation's business may be found in our Annual Information Form for the year ended December 31, 2012, our management's discussion and analysis for the year ended December 31, 2012, and our management's discussion and analysis for the three and six months ended June 30, 2013, filed on SEDAR.
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