Growth in HVAC Rental Units Continues to Accelerate With a 72% Increase in the First Quarter Service Experts Acquisition Closes
TORONTO, ON–(Marketwired – May 13, 2016) – Enercare Inc. ("Enercare") (
Q1 2016 Highlights
- Starts year with third consecutive quarter of net growth in rental units
- Widened monthly average rental rate spread between a new and lost customer to $20.63, a $4.93 increase
- Improved sub-metering EBITDA2 by 11%
- Grew the number of sub-metering contracted, installed and billing units by 13%, 3% and 8%, respectively
- Increased net earnings by 4%
(in thousands of Canadian dollars except per unit amounts1)
|Three months ended March 31,|
|Acquisition Adjusted EBITDA2||$58.1||$54.1||7%|
|Basic earnings per share||$0.09||$0.09||0%|
|Tax Normalized Payout ratio – maintenance||52%||56%||400 bps|
|Tax Normalized Payout ratio||94%||83%||(1100 bps)|
|Rental attrition (units)||7,000||9,000||22%|
|Rental additions net of attrition (units, excluding acquisitions)||1,000||(3,000)||133%|
|Sub-metering contracted units||8,000||3,000||167%|
"The year is off to a solid start with growth across virtually all of our product categories and margin expansion in both our home services and sub-metering segments," said John Macdonald, President and CEO of Enercare. "Home services delivered its third consecutive quarter of net rental unit growth propelled by the accelerating growth of the HVAC rental unit portfolio. Shifting our focus from HVAC sales to rentals will have a short-term impact on revenue, however, this strategy creates a long-term recurring revenue stream that will benefit our shareholders for years to come."
Added Mr. Macdonald, "With continued growth and the closing of the Service Experts acquisition, we are pleased to announce that we are increasing our annualized dividend per common share by $0.84 to $0.924. This represents a 10% increase and the seventh time we have raised the dividend in six years."
As announced on May 11, 2016, Enercare and its wholly-owned subsidiary, Enercare Solutions Inc. ("Enercare Solutions" and with Enercare, the "Company") announced that Enercare Solutions had completed its previously announced acquisition of SEHAC Holdings Corporation ("Service Experts") (the "Transaction"). The Transaction was completed by way of a merger of an indirect wholly-owned subsidiary of Enercare Solutions with Service Experts.
The purchase price for the Transaction was approximately US$340.75 million, excluding transaction costs, and subject to customary working capital and other adjustments. The Transaction was financed through a combination of debt and equity, including approximately US$200 million from debt facilities entered into in connection with the Transaction and a portion of the net proceeds of Enercare's recent bought deal offering (the "Offering") of subscription receipts (the "Subscription Receipts").
"This is a defining acquisition for E nercare," said John Macdonald. "North American expansion has been part of our strategic roadmap and is a natural extension to our business. Through Service Experts we emerge as a North American market leader, creating new opportunities for growth and broadening our scope from Canada to North America while driving considerable incremental value for shareholders. In 2016, we expect the acquisition of Service Experts to be 25% accretive to Normalized pro forma Distributable Cash per common share.3"
In accordance with the terms of the agreement pursuant to which the Subscription Receipts were issued, each outstanding Subscription Receipt was exchanged for one common share of Enercare (the "Shares"), resulting in the issuance of 15,834,600 Shares (including 109,000 Shares issued to certain U.S. persons, including the Chief Executive Officer and certain other officers of Service Experts in exchange for the Subscription Receipts issued to them on a private placement basis at the same price as in the Offering (the "Concurrent Private Placement")) and a cash payment equal to $0.14 per Subscription Receipt. The cash payment is equal to the aggregate amount of dividends per Share for which record dates occurred since the issuance of the Subscription Receipts, less any withholding taxes, if any. The Shares to be issued in exchange for the Subscription Receipts issued in the Concurrent Private Placement are subject to a contractual hold period of six months from closing of the Offering.
Enercare Solutions' debt facilities with National Bank of Canada and The Toronto-Dominion Bank are comprised of two 4-year non-revolving, non-amortizing variable rate term credit facilities in the aggregate amount of US$200 million, which have been fully drawn for the purpose of financing the Transaction.
Results of Operations
|Three months ended March 31, (000's)||Home Services||Corporate||2016|
|Sales and other services||6,098||903||–||7,001||10,360||66||–||10,426|
|Cost of goods sold:|
|Maintenance & servicing costs||16,268||–||–||16,268||14,388||–||–||14,388|
|Sales and other services||5,281||364||–||5,645||7,328||59||–||7,387|
|Total cost of goods sold||21,549||28,111||–||49,660||21,716||31,032||–||52,748|
|Net loss on disposal||1,925||6||–||1,931||1,752||–||–||1,752|
|Interest expense payable in cash||7,926||6,620|
|Non-cash interest expense||427||491|
|Total interest expense||8,353||7,111|
|Earnings before income taxes||11,237||13,765|
|Current tax (expense)||(12,256||)||(2,954||)|
|Deferred tax recovery/(expense)||9,214||(2,909||)|
|Net earnings||$||8,195||< /td>||$||7,902|
|Acquisition Adjusted EBITDA||$||63,339||$||3,326||$||(8,544||)||$||58,121||$||56,400||$||2,989||$||(5,300||)||$||54,089|
Total revenues of $142,649 for the first quarter of 2016 increased by $837 or 1% compared to the same period in 2015.
Home services revenues, excluding investment income, increased by $2,416 to $106,429 compared to the first quarter of 2015, primarily as a result of a rental rate increase implemented in January 2015, changes in asset mix and growth in rental HVAC units. Contracted revenue in home services represents revenue generated by the rentals portfolio and protection plan contracts, while sales and other services revenue mainly pertains to one-time sales and installations of residential furnaces, boilers and air conditioners as well as plumbing, duct cleaning and other services. The unseasonably warmer temperatures experienced during the fourth quarter of 2015 continued into the first quarter of 2016. During the first quarter of 2016, the number of heating degree days was 23% lower than both the first quarters of 2015 and 2014, and was the warmest first quarter in the past 10 years, surpassed only by 2012. This led to lower furnace breakdowns and therefore lower demand for HVAC replacements and repair. Consequently, Enercare had fewer HVAC sales opportunities, but nonetheless increased sales over the comparable period in 2015.
Our strategy to emphasize HVAC rentals over outright sales resulted in significant increases in recurring revenue at the expense of sales and other services revenue.
Sub-metering revenues, excluding investment income, in the first quarter of 2016, were $36,120, a decrease of $1,602 or 4% over the same period in 2015 primarily as a result of a decrease in flow through commodity charges, partly offset by higher billable units and revenues generated from the acquisition of Triacta Power Technologies Inc. ("Triacta"). Sub-metering revenue includes total pass through energy charges of $27,747, a decrease of $3,226 or 10% over the same period in 2015. The acquisition of Triacta in the third quarter of 2015 resulted in $887 of additional revenues in the first quarter of 2016.
Investment income was $100 in the first quarter of 2016, an increase of $23 when compared to the same period in the prior year. The change in investment income was primarily attributable to the registered pension plan which was in an asset balance instead of a net obligation resulting in additional investment income in the first quarter of 2016.
Cost of Goods Sold
Total cost of goods sold for the first quarter of 2016 were $49,660, a decrease of $3,088 or 6%, compared to the same period in 2015.
Home services cost of goods sold were consistent in the first quarter of 2016, compared to the same period in 2015, decreasing by $167 or 1%. Maintenance and servicing costs in home services primarily consist of protection plan expenses and servicing costs related to the rental portfolio, while sales and other services expenses mainly pertain to one-time sales and installations of residential furnaces, boilers, air conditioners and small commercial products as well as plumbing, duct cleaning and other cleaning services.
Sub-metering cost of goods sold of $28,111 in the first quarter of 2016 decreased by $2,921 or 10%, as a result of a decrease in pass through energy charges over the same period in 2015. Sales and other services expenses for sub-metering relate to the sale and installation of water conservation products in apartments and condominiums.
Selling, General & Administrative Expenses ("SG&A")
Total SG&A expenses were $39,161 in the first quarter of 2016, an increase of $3,574 compared to the same period in 2015.
Home services and corporate expenses of $34,456 in the first quarter of 2016 increased by $2,575 compared to the same period in 2015, primarily from higher wages and benefits of $1,900, professional fees of $2,800 and selling and offi ce expenses of $900, partly offset by lower billing and servicing costs of $2,800 and claims expenses of $200.
During the first quarter of 2016, home services and corporate SG&A expenses included $2,834 of acquisition related expenditures associated with the Transaction, primarily consisting of professional fees associated with the entering into of the merger agreement. SG&A expenses in the first quarter of 2016 also included $1,459 of integration and business transformation costs related to the Direct Energy Marketing Limited's ("DE") home and small commercial services business in Ontario (the "OHCS Acquisition"), primarily from marketing spend related to continued rebranding and IT integration activities to optimize the information technology platforms.
During the first quarter of 2015, home services and corporate SG&A expenses included $612 of integration costs associated with the OHCS Acquisition, primarily from marketing spend related to rebranding activities.
Sub-metering SG&A expenses in the first quarter of 2016 were $4,705, an increase of $999 over the same period in 2015, primarily from higher wages and benefits of $800, professional fees of $100 and selling and office expenses of $300, partly offset by lower bad debt costs of $200.
Amortization expense increased by $1,458 or 5% to $32,307 in the first quarter of 2016, 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 those of the home services business.
Loss on Disposal of Equipment
Enercare reported a net loss on disposal of equipment of $1,931 in the first quarter of 2016, an increase of $179 or 10% over the same period in 2015. The net loss on disposal amount is influenced by the number of assets retired, proceeds on disposal of equipment, changes in the retirement asse t mix and the age of the assets retired.
|Three months ended March 31,|
|Interest expense payable in cash||$6,629||$6,620|
|Interest payable on subscription receipts||1,108||–|
|Equity bridge financing fees||189||–|
|Notional interest on employee benefit plans, net||210||274|
|Amortization of financing costs||217||217|
Interest expense payable in cash of $6,629 in the first quarter of 2016 was consistent with the same period in 2015.
As part of the Transaction, the Subscription Receipts were issued during the first quarter of 2016 and subsequently exchanged for Shares upon the closing of the Transaction on May 11, 2016. While the Subscription Receipts remained outstanding, they are classified as debt, resulting in an interest expense liability of $1,108, which was equivalent to the dividend payments on such Subscription Receipts if they had been Shares. Equity bridge financing fees of $189 were also incurred as part of the Transaction.
Notional interest of $210 in the quarter relates to the employee benefits plans acquired as part of the OHCS Acquisition. Amortization of financing costs includes the previously unamortized costs associated with the 2012 Notes, 2013 Notes, Convertible Debentures and in 2015 the 2014 Term Loan.
Enercare reported current tax expense of $12,256 in the first quarter of 2016, an increase of $9,302 over the same period in 2015, primarily as a result of a one year tax deferral recognized in 2015, available t hrough a subsidiary of Enercare Solutions. The deferred income tax recovery of $9,214 in the first quarter of 2016 was $12,123 higher compared to the deferred tax expense recorded in the same period in 2015, primarily as a result of temporary difference reversals in the home services business.
Net earnings in the first quarter of 2016 were $293 or 4% higher than in the same period in 2015, as previously described.
EBITDA, Adjusted EBITDA and Acquisition Adjusted EBITDA
The following table summarizes comparative quarterly results for the last eight quarters, and reconciles net earnings, an IFRS measure, to EBITDA, Adjusted EBITDA and Acquisition Adjusted EBITDA.
|Net earnings||$8,195||$13,725||$13,124||$16,204||$ 7,902||$ 5,672||$ 2,133||$ 7,457|
|Deferred tax expense/(recovery)||)||1,069||2,376||1,323||2,909||(3,222||)||(6,852||)||(3,810||)|
|Current tax expense||12,256||2,784||2,169||2,290||2,954||5,949||8,924||6,335|
|Add: Net (gain)/loss on disposal||1,931||(1,455||)||1,001||1,572||1,752||2,180||2,304||2,371|
|Add: Acquisition SG&A||4,293||3,028||3,946||1,961||612||4,138||2,882||702|
|Acquisition Adjusted EBITDA||$58,121||$58,056||$61,177||$61,415||$54,089||$52,165||$44,404||$43,888|
|(1)||Historical EBITDA has been conformed to the current presentation which includes investment income and other income.|
|(2)||Historically Adjusted EBITDA has been conformed to the current presentation which includes investment income and other income and excludes net loss on disposal.|
The forward-looking statements contained in this section are not historical facts but, rather, reflect Enercare's current expectations regarding future results or events and are based on information currently available to management.
Enercare continues to experience improved results through improved rental customer retention and increased average monthly rental rates, largely as a result of our rental HVAC strategy. We are very pleased that during the third and fourth quarters of 2015 and the first quarter of 2016, rental unit growth surpassed attrition by approximately 4,000 units, the first three consecutive quarters of net unit growth since 2005.
Our main priority for the business in 2016 is to grow EBITDA. In order to grow EBITDA in the home services business, our key priority is to continue to grow t he number of rental contracts. We believe that we have the opportunity to continue the improved results experienced in the second half of 2015 by growing the number of contracts in excess of attrition throughout 2016.
Our strategy to emphasize HVAC rentals over outright sales in order to create a long-term customer revenue stream and provide valuable cross-selling opportunities, continues to be successful. While this strategy has resulted in a significant increase in recurring HVAC rental revenues, we anticipate the short-term impact on non-recurring sales and other services revenue to continue throughout 2016.
In December 2015, we announced the launch of our water treatment products. These products ensure the quality of water in customers' homes is clean and pure by removing contaminants and impurities and filtering and softening water. Customers will be able to safely drink and use water directly from the source. We believe the market for these products has strong growth potential and over the past quarter we have been ramping up our sales and marketing efforts. We expect to have the sales channels activated and product sales to show modest growth throughout the year as we build market awareness and customer demand.
Other key priorities for the home services business also include reinventing and growing the protection plan portfolio, continuing to implement our long term logistics strategy and further enhancing our customer satisfaction levels.
Development of the customer mobile app continues to progress well. Following the approval for both Apple iOS and Android operating systems, on February 24, 2016 and March 29, 2016, respectively, Enercare proceeded with a limited release pilot in late March 2016 followed by a wider scale customer pilot launched on April 22, 2016. Subsequent releases are planned for 2016.
The closing of the Transaction on May 11, 2016 provides a natural extension to our business. Through Service Experts, Enercare emerges as a North American mar ket leader, creating new opportunities for growth and broadening its scope from Canada to North America while driving considerable incremental value for shareholders. Our priority for the first 12-months will be to focus on successfully integrating the Service Experts operations both in the United States and Canada.
In respect of sub-metering, our priorities and initiatives are to continue to grow EBITDA2 by increasing contract sales and continuing to enhance our customer value proposition through outstanding customer service. An emphasis will also be placed on improving rental apartment billing penetration, introducing new products and services and continuing to grow Triacta sales in both Canada and the US.
With respect to increasing contract sales, we are pleased with the success realized in expanding our multi-commodity solution sales during the first quarter. Approximately one half of new contracted units in the first quarter of 2016 were generated from thermal and water meters. This was facilitated in part by the exclusivity agreement concluded for GWF meter technology. We view the multi-commodity solution opportunity as a growth segment for the sub-metering business. Additionally, as demand for mixed use residential, commercial and retail buildings increases, we believe our well differentiated sub-metering solutions position us well to respond to this growth segment. Stronger multi-commodity sales, such as those experienced in the first quarter, may result in a continued increase in capital investment throughout 2016.
Financial Statements and Management's Discussion and Analysis
Enercare's financial statements and management's discussion and analysis for the quarter ended March 31, 2016 are available on SEDAR at www.sedar.com or on Enercare's investor relations website at www.enercareinc.com.
Conference Call a nd Webcast
Management will host a conference call and live audio webcast to discuss Enercare's financial results for the first quarter ended March 31, 2016 this morning at 10:00 a.m. John Macdonald, President and CEO and Evelyn Sutherland, CFO, will review Enercare's results and discuss the quarter's operating highlights. Details of the call and webcast are as follows:
Those wishing to listen to the teleconference may access the live webcast as follows:
Date: Friday, May 13, 2016
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: www.gowebcasting.com/7095 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: 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 Friday, May 13, 2016 at: www.enercareinc.com.
To automatically receive Enercare's news releases electronically, visit the investor relations section of Enercare's website at enercareinc.ca/alerts and subscribe to email alerts.
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 in this news release may be forward-looking statements, includin g, 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 "estimates", "will" and "expects", although not all forward-looking statements contain these words. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in Enercare's most recently filed Management's Discussion and Analysis and in its current Annual Information Form. 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. All forward-looking statements in this news release are made as of the date hereof and are qualified by these cautionary statements.
Enercare is headquartered in Toronto, Ontario and publicly traded on the TSX (
For more information on Enercare visit www.enercare.c a. Additional information regarding Enercare and Enercare Solutions is available on SEDAR at www.sedar.com or through Enercare's investor relations website at www.enercareinc.com or www.enercare.ca.
About Service Experts
Founded in 1996, Service Experts is a leading provider of HVAC repair, maintenance, new equipment sales and related services to residential and commercial customers in 29 states in the United States and three provinces in Canada. Headquartered in Dallas, Texas, Service Experts is one of North America's largest heating and air conditioning companies, with 90 locations, 41 of which are located in the top 100 U.S. metropolitan areas, and approximately 2,800 employees serving approximately 2,000 homes and businesses, on average, each working day. The areas served by Service Experts include: residential HVAC service and replacement; ancillary residential home services, including plumbing, indoor air quality and energy audits; commercial HVAC service, maintenance and replacement for both light commercial customers and national accounts; and HVAC installation in commercial and residential new construction. For more information on Service Experts visit www.serviceexperts.com or www.serviceexperts.ca.
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 except as otherwise noted.
2 EBITDA, Adjusted EBITDA, Acquisition Adjusted EBITDA, Tax Normalized Payout Ratio and Tax Normalized Payout Ratio – Maintenance are non-IFRS financial measures. Refer to the Non-IFRS Financial and Performance Measures section in Ener care's management discussion and analysis for the quarter ended March 31, 2016.
3 Excludes transaction costs and potential synergies in the Transaction and has been normalized by $19 million for 2015 and 2016 to account for timing differences in taxes paid related to the October 2014 acquisition by the Company of the Ontario home and small commercial services business of Direct Energy Marketing Limited. Normalized pro forma Distributable Cash per common share is a non-IFRS measure. Refer to the Non-IFRS Financial and Performance Measures section in Enercare's management's discussion and analysis for the quarter ended March 31, 2016.
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