Aveda Transportation and Energy Services
TSX VENTURE : AVE

Aveda Transportation and Energy Services

November 08, 2013 07:33 ET

Aveda Transportation and Energy Services Announces Acquisition of a High Margin Rentals Business in Edson

CALGARY, ALBERTA--(Marketwired - Nov. 8, 2013) - Aveda Transportation and Energy Services Inc. ("Aveda" or the "Company") (TSX VENTURE:AVE), a leading provider of oilfield hauling services and equipment rentals to the energy industry, announced today that it has acquired the shares of Lon Dan Enterprises Ltd., which carries on business as Belair Rentals, ("Belair Rentals") based out of Edson, Alberta. Aveda is acquiring 23 well-site shacks, 22 light towers, 43 pieces of safety matting, 19 rig mats, 16 environmental fuel tanks, other various rental assets and working capital for an initial purchase price of $4.0 million ($3.5 million in cash and $0.5 million in common shares of Aveda (the "Common Shares")). An additional $0.5 million to $1.5 million in cash consideration is payable if the acquired business achieves certain EBITDA generation targets during the one-year period following closing. Additionally, the final purchase price may be subject to a working capital adjustment.

"Aveda continues to consolidate complementary rental assets in active regions that offer growth potential over the near to mid-term and beyond," said Kevin Roycraft, President and CEO of Aveda. "Acquiring Belair Rentals will allow us to raise our profile and access a range of conventional and unconventional wellsites in the Cardium formation and in the Montney and Duvernay shales. It will also allow us to improve the utilization of existing assets that can be redeployed to regions with greater demand, while acquiring higher EBITDA margin products not part of our current oilfield rentals offering."

The additional cash consideration of up to $1.5 million which is payable upon the achievement by Belair Rentals of certain EBITDA targets during the one year period following the acquisition becomes payable at the following levels:

EBITDA Generated by Belair Rentals Additional Cash Consideration Overall EBITDA Multiple
12 Months Post Acquisition Payable by Aveda Paid to Acquire
$1.4 million $0.5 million 3.21 times
$1.6 million $1.0 million 3.13 times
$1.8 million $1.5 million 3.06 times

"Improving utilization of existing rental equipment while also acquiring higher EBITDA margin assets should allow us to drive overall EBITDA growth in our rentals business," said Bharat Mahajan, Vice President, Finance and CFO of Aveda. "Our team continues to take a very disciplined view with respect to acquisitions and how they will contribute to our success going forward. We believe we were able to acquire these assets at an attractive valuation, especially if once they are integrated into our business can drive additional synergies."

Existing Belair management has joined the Aveda team to support relationship continuity with key customers and add further rentals expertise to the organization.

"We are thrilled to be joining a dynamic and growing company like Aveda," said Brian Pillage, former-President of Belair Rentals. "The transaction improves both the diversity and geographic reach of our product offering to a larger, combined customer base."

Pursuant to the terms of the acquisition, Aveda issued 137,741 Common Shares at a price of $3.63 per share which was calculated using a five day weighted average trading price on the TSX Venture Exchange prior to closing. 110,193 of the Common Shares comprising the purchase price are subject to an escrow agreement and will be held in escrow for a period of one (1) year following the closing date.

About Aveda Transportation and Energy Services

Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas and Pennsylvania. Transportation services include both the equipment necessary to move the load as well as a trained, professional driver capable of securing, moving and manipulating the load at its origin and destination. Aveda's rental operations include the rental of tanks, mats, pickers, light towers and other equipment necessary for oilfield operations.

Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006 the Company went public on the TSX Venture Exchange. Aveda has major operations in Calgary, AB, Slave Lake, AB, Leduc, AB, Sylvan Lake, AB, Mineral Wells, TX, Pleasanton, TX, Midland, TX, Williamsport, PA and Buckhannon, WV. Aveda is publicly traded on the TSX Venture Exchange under the symbol AVE. For more information on Aveda please visit www.avedaenergy.com.

This News Release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes. In particular, this News Release contains forward-looking statements relating to: demand for the Company's services and general industry activity level; the Company's growth opportunities; and expectation to maintain revenue and equipment utilization. Aveda believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to Aveda, including information obtained from third party industry analysts and other third party sources. In some instances, material assumptions and material factors are presented elsewhere in this News Release in connection with the forward-looking statements. Readers are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to:

  • the performance of Aveda's businesses, including Belair Rentals, current business and economic trends;
  • oil and natural gas commodity prices and production levels;
  • the effect of the rebranding on Aveda's businesses;
  • capital expenditure programs and other expenditures by Aveda and its customers;
  • the ability of Aveda to retain and hire qualified personnel;
  • the ability of Aveda to obtain parts, consumables, equipment, technology, and supplies in a timely manner to carry out its activities;
  • the ability of Aveda to maintain good working relationships with key suppliers;
  • the ability of Aveda to market its services successfully to existing and new customers;
  • the ability of Aveda to obtain timely financing on acceptable terms;
  • currency exchange and interest rates;
  • risks associated with foreign operations;
  • changes under governmental regulatory regimes and tax, environmental and other laws in Canada and the United States; and
  • a stable competitive environment.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Aveda's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in Aveda's annual information form and management discussion and analysis for the year ended December 31, 2012 (the "MD&A"). Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This News Release contains the term EBITDA (earnings before interest, taxes, depreciation and amortization) which is defined in the MD&A. EBITDA as presented does not have any standardized meaning prescribed by international financial reporting standards ("IFRS") and therefore may not be comparable with the calculation of similar measures for other entities. Management uses EBITDA to analyze the operating performance of businesses. EBITDA as presented is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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