Tuckamore Capital
TSX : TX
TSX : TX.DB.B
TSX : TX.DB.C

Tuckamore Capital

August 10, 2011 09:15 ET

Tuckamore Announces Second Quarter 2011 Financial Results

TORONTO, ONTARIO--(Marketwire - Aug. 10, 2011) -

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Tuckamore Capital (TSX:TX)(TSX:TX.DB.B)(TSX:TX.DB.C) today announced its results for the three and six months ended June 30, 2011.

Second Quarter Results

($millions) Q2 2011 Q2 2010 6 months 2011 6 months 2010
Revenue 150.3 123.5 291.3 220.8
Gross profit 33.2 27.2 62.4 47.8
Selling, general & administrative expenses (23.5) (18.9) (48.2) (38.4)
Net income (loss) from continuing operations (6.1) (7.8) 22.9 (9.8)
Adjusted EBITDA from continuing operations 9.4 8.7 13.2 9.9

The results from continuing operations exclude those of assets sold subsequent to the quarter which were classified in discontinued operations at June 30, 2011.

Revenue for the three and six months period ended June 30, 2011 was $150.3 and $291.3 million, versus $123.5 and $220.8 million produced in 2010. Gross profit was $33.2 million for the quarter representing a gross profit margin of 22% percent. For the same period last year, the Company reported gross profit of $27.2 representing a gross profit margin of 22% percent. Adjusted EBITDA was $9.4 and $13.2 million for the three and six months ended June 30, 2011, compared to $8.7 and $9.9 million for the corresponding periods in 2010.

MARKETING

The Marketing segment had mixed results in the quarter. IC Group had improved results compared to the prior year quarter primarily due to improved gross margins. Gemma had a challenging quarter with revenues decreased from the prior year due to the reduction in telesales volumes from a key client. Armstrong had a comparable quarter to the prior year, although business development costs were increased.

INDUSTRIAL SERVICES

At NPC, results were somewhat similar compared to the prior year from EBITDA contribution, but were less than a year ago when considering the increase in ownership in this investment. The industrial services division continues to benefit from increased activity in the conventional oil and gas industry as well as oil sands exploration however this quarter NPC's results were negatively impacted by forest fires in Northern Alberta and some client delays in larger maintenance projects. The Wear and Fabrication divisions did not produce the same volumes seen in the prior year as large projects have been deferred.

Quantum Murray had a solid quarter with all three divisions delivering improved results over the prior year. The Environmental division had a particularly strong quarter due to several substantial hazmat and remediation projects. The Demolition division benefitted from a number of large industrial projects and the Metals division had improved results due to increased scrap volumes and prices.

OTHER

Both Gusgo and Titan had a strong second quarter. The transportation industry is benefitting as the economy strengthens, resulting in increased volumes at Gusgo. Titan's results were substantially improved over the prior year quarter. Increased activity in the conventional oil and gas industry as well as in the oil sands has increased demand for Titan's products and services.

CORPORATE

Corporate costs were comparable to the prior year quarter. Salary expense increased compared to the prior year due to non-cash expenses related to a stock option plan, which was offset by a reduction in professional fees.

THIRD QUARTER OUTLOOK

The senior management team's primary focus is on improving results within the different operating segments.

Within the Industrial Services segment, the second half of the year is typically strong for NPC, our oil and gas services business. The third quarter will see some turnaround plant maintenance assignments, and in general NPC is seeing an increased workload, in its fabrication and transportation divisions. Following a solid first half of the year by Quantum Murray, a healthy work backlog is encouraging for both the demolition and remediation divisions, and should benefit this quarter and beyond.

Within the marketing segment, Gemma's outlook for Q3 and beyond is positive. Significant new business from Gemma's largest client, as well as other client successes will benefit the second half of 2011. Both IC Group and Armstrong continue to have a more cautious outlook. Both of these businesses are focused on business development activities, but closing new opportunities is challenging as client-spending decisions are taking longer to finalize.

Titan and Gusgo's third quarter business levels are expected to be similar to this second quarter, and reflect the continued strength of the Alberta oil and gas and construction sectors, and broad economic strengthening respectively.

In the Corporate segment there will be lower legal and advisor costs in future quarters, and we are looking to further rationalize other costs.

About Tuckamore Capital

Tuckamore (formerly Newport Inc.) is a publicly traded company, which invests in successful Canadian private businesses. Tuckamore, has $336 million invested in 8 businesses representing a diverse cross-section of the Canadian economy.

Forward-looking information

This press release contains certain forward-looking information. Certain information included in this press release may constitute forward-looking information within the meaning of securities laws. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts. Forward-looking information may relate to management's future outlook and anticipated events or results and may include statements or information regarding the future plans or prospects of Tuckamore or the Operating Partnerships and reflects management's expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of Tuckamore and the Operating Partnerships. Without limitation, information regarding the future operating results and economic performance of Tuckamore and the Operating Partnerships constitute forward-looking information. Such forward-looking information reflects management's current beliefs and is based on information currently available to management of Tuckamore and the Operating Partnerships. Forward-looking information involves significant risks and uncertainties.

A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including risks related to investments, conditions of capital markets, economic conditions, dependence on key personnel, limited customer bases, interest rates, regulatory change, ability to meet working capital requirements and capital expenditures needs of the Operating Partners, factors relating to the weather and availability of labour. These factors should not be considered exhaustive. In addition, in evaluating this information, investors should specifically consider various factors, including the risks outlined under "Risk Factors," which may cause actual events or results to differ materially from any forward-looking statement. In formulating forward-looking information herein, management has assumed that business and economic conditions affecting Tuckamore and the Operating Partnerships will continue substantially in the ordinary course, including without limitation with respect to general levels of economic activity, regulations, taxes and interest rates. Although the forward-looking information is based on what management of Tuckamore and the Operating Partnerships consider to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management's assumptions may prove to be incorrect. This forward-looking information is made as of the date of this press release, and Tuckamore does not assume any obligation to update or revise it to reflect new events or circumstances except as required by law. Undue reliance should not be placed on forward-looking information. Tuckamore is providing the forward-looking financial information set out in this PRESS RELEASE for the purpose of providing investors with some context for the "Third Quarter Outlook" presented. Readers are cautioned that this information may not be appropriate for any other purpose.

Non-standard measures

The terms "EBITDA", "adjusted EBITDA", "invested capital", (collectively the "Non-IFRS measures") are financial measures used in this press release that are not standard measures under International Financial Reporting Standards ("IFRS"). Tuckamore's method of calculating Non-IFRS measures may differ from the methods used by other issuers. Therefore, Tuckamore's Non-IFRS measures, as presented may not be comparable to similar measures presented by other issuers.

EBITDA refers to net earnings determined in accordance with IFRS, before depreciation and amortization, interest expense and income tax expense. EBITDA is used by management and the Directors as well as many investors to determine the ability of an issuer to generate cash from operations. Management also uses EBITDA to monitor the performance of Tuckamore's reportable segments and believes that in addition to net income or loss and cash provided by operating activities, EBITDA is a useful supplemental measure from which to determine Tuckamore's ability to generate cash available for debt service, working capital, capital expenditures, income taxes and distributions. Tuckamore has provided a reconciliation of income to EBITDA in its press release.

Adjusted EBITDA refers to EBITDA excluding the gain or loss on reduction or sale of ownership interest (dilution gains or losses), the write-down of goodwill and intangible assets, restructuring costs, gain on re-measurement of investments, gain on debt extinguishment, fair value adjustments on stock based compensation expense and the impairment of long-term investments. Tuckamore has used Adjusted EBITDA as the basis for the analysis of its past operating financial performance. Adjusted EBITDA is used by Tuckamore and management believes it is a useful supplemental measure from which to determine Tuckamore's ability to generate cash available for debt service, working capital, capital expenditures, and income taxes. Adjusted EBITDA is a measure that management believes facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors.

Invested capital refers to the cost to acquire an equity interest in an Operating Partnership and excludes transaction costs and any working capital provided to such Operating Partnership. Management uses this measure to monitor the performance of its investment strategy and as an input to the calculation of its overall yield for an Operating Partnership. Management believes that invested capital is a useful supplemental measure that provides investors with useful information about the capital that Tuckamore deploys for each Operating Partnership which can subsequently be used to determine the performance of each Operating Partnership.

Investors are cautioned that the Non-standard Measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the shares. These Non-standard Measures should only be used in conjunction with the financial statements included in the press release and Tuckamore's (formally Newport Partners Income Fund) annual audited financial statements available on SEDAR at www.sedar.com or www.tuckamore.ca.

TUCKAMORE CAPITAL MANAGEMENT INC. (formerly "Newport Partners Income Fund")
Consolidated Balance Sheets
(In thousands of Canadian dollars)
(unaudited)
June 30, 2011 December 31, 2010
Assets
Current Assets:
Cash and cash equivalents $ 8,212 $ 27,230
Cash and short-term investments held in trust 6,011 5,000
Accounts receivable 125,215 90,184
Inventories 31,020 28,202
Prepaid expenses 2,946 3,354
Other current assets 9,340 8,513
Assets of discontinued operations 46,765 45,233
$ 229,509 $ 207,716
Property, plant and equipment 51,232 52,443
Long-term investments 7,595 7,594
Goodwill 59,446 49,841
Intangible assets 129,341 131,096
Other assets 1,511 1,492
$ 478,634 $ 450,182
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities 71,686 58,232
Provisions 1,023 5,401
Deferred revenue 6,816 6,757
Current portion of obligations under capital leases 4,440 4,534
Liabilities of discontinued operations 22,870 22,221
Revolving credit facilities - 10,089
Accrued interest on revolving credit facilities - 1,449
Current portion of long-term debt 46,700 86,939
Convertible debentures - 159,829
Accrued interest on convertible debentures - 23,870
$ 153,535 $ 379,321
Obligations under capital leases 2,956 4,306
Long-term debt 68,356 -
Secured debentures 143,146 -
Unsecured debentures 12,368 -
Stock based payment liability 1,165
Deferred tax liability 24,735 21,898
Unitholders' equity - 43,492
Shareholders' equity 73,538 -
$ 478,634 $ 450,182

TUCKAMORE CAPITAL MANAGEMENT INC. (formerly "Newport Partners Income Fund")
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(In thousands of Canadian dollars, except per unit amounts)
(unaudited)
Three months ended Six months ended
June 30 June 30
2011 2010 2011 2010
Revenue $ 150,293 $ 123,542 $ 291,314 $ 220,838
Cost of revenue (117,142 ) (96,306 ) (228,931 ) (173,022 )
Gross profit 33,151 27,236 62,383 47,816
Expenses
Selling, general and administrative (23,534 ) (18,925 ) (48,168 ) (38,375 )
Amortization of intangible assets (7,779 ) (2,987 ) (15,447 ) (6,164 )
Depreciation (3,077 ) (2,622 ) (6,310 ) (5,296 )
$ (34,390 ) $ (24,534 ) $ (69,925 ) $ (49,835 )
Income (loss) before the undernoted (1,239 ) 2,702 (7,542 ) (2,019 )
Income from equity investments - 335 372 486
Interest expense, net (7,483 ) (6,752 ) (14,630 ) (16,382 )
Gain on re-measurement of investment - - 9,644 9,051
Gain on debt extinguishment - 37,451 -
Fair value adjustment to stock based compensation expense - 46 (883 ) 351
Transaction costs (205 ) - (1,388 ) (40 )
Write-down of goodwill and intangible assets (321 ) (1,779 ) (321 ) (1,779 )
Income (loss) before income taxes $ (9,248 ) $ (5,448 ) $ 22,703 $ (10,332 )
Income tax expense - current (5 ) (44 ) (8 ) (44 )
Income tax (expense) recovery - deferred 3,173 (2,291 ) 195 574
Net income (loss) from continuing operations $ (6,080 ) $ (7,783 ) $ 22,890 $ (9,802 )
Income from discontinued operations (net of income tax) 3,689 3,587 3,796 5,718
Net income (loss) and comprehensive income $ (2,391 ) $ (4,196 ) $ 26,686 $ (4,084 )
Income (loss) per share
Basic:
Continuing operations $ (0.08 ) $ (0.11 ) $ 0.32 $ (0.14 )
Net income (loss) $ (0.03 ) $ (0.06 ) $ 0.37 $ (0.06 )
Diluted:
Continuing operations $ (0.08 ) $ (0.11 ) $ 0.32 $ (0.14 )
Net income (loss) $ (0.03 ) $ (0.06 ) $ 0.37 $ (0.06 )

TUCKAMORE CAPITAL MANAGEMENT INC. (formerly "Newport Partners Income Fund")
Consolidated Statements of Cash Flows(In thousands of Canadian dollars, except per unit amounts)
(unaudited)
Six months ended June 30
2011 2010
Cash provided by (used in):
Operating activities:
Net income (loss) for the period $ 26,686 $ (4,084 )
Items not affecting cash:
Income from discontinued operations (3,796 ) (5,718 )
Amortization of intangible assets 15,447 6,164
Depreciation 6,337 5,326
Deferred income tax expense (recovery) (195 ) (574 )
Income from equity investments, net of cash received 372 579
Non-cash interest expense 3,262 1,848
Gain on re-measurement of investment (9,644 ) (9,051 )
Gain on extinguishment of debt (37,451 ) -
Stock based compensation expense 2,195 729
Write-down of goodwill and intangible assets 321 1,779
Changes in non-cash working capital (33,074 ) (7,027 )
Distributions from discontinued operations 1,401 9,061
Cash provided by (used in) discontinued operations (838 ) 13,243
$ (28,977 ) $ 12,275
Investing activities:
Acquisition of businesses, net cash acquired (14,547 ) (4,321 )
Purchase of property, plant and equipment (671 ) (1,229 )
Net proceeds on disposal of property, plant and equipment 523 -
Purchase of software (710 ) -
Increase in other assets - (405 )
Cash provided by (used in) discontinued operations 567 (485 )
$ (14,838 ) $ (6,440 )
Financing activities:
Increase in long-term debt 29,766 -
Repayment of long term debt - (18,225 )
Decrease in cash held in trust (1,011 ) (1,047 )
Repayment of capital lease obligations (2,828 ) (2,416 )
Cash used in discontinued operations (1,017 ) (11,507 )
$ 24,910 $ (33,195 )
Decrease in cash and cash equivalents (18,905 ) (27,360 )
Cash and cash equivalents, beginning of period
- continuing operations 27,230 41,262
Cash and cash equivalents, beginning of period
- discontinued operations 509 2,620
Cash and cash equivalents, end of period $ 8,834 $ 16,522
Cash and cash equivalents, end of period
- continuing operations $ 8,212 $ 12,651
Cash and cash equivalents, end of period
- discontinued operations 622 3,871
Supplemental cash flow information:
Interest paid $ 6,621 $ 7,774
Cash acquired upon acquisition $ 20 -
Supplemental disclosure of non-cash financing
and investing activities:
Acquisition of property, plant and equipment
through capital leases $ 728 $ 645
Debt and accrued interest repaid through issuance of debentures $ 152,951 -

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