Attached files

file filename
8-K - 8-K - MAC-GRAY CORPa13-23185_18k.htm

Exhibit 99.1

 

GRAPHIC

FOR IMMEDIATE RELEASE

 

Contacts:

 

 

 

Michael J. Shea

Scott Solomon

Chief Financial Officer

Vice President

Mac-Gray Corporation

Sharon Merrill

781-487-7610

617-542-5300

Email: mshea@macgray.com

Email: tuc@investorrelations.com

 

Mac-Gray Announces Third-Quarter Financial Results

 

WALTHAM, MA, October 31, 2013 — Mac-Gray Corporation (NYSE: TUC), the nation’s premier provider of laundry facilities management services to multi-family housing, today announced its financial results for the quarter ended September 30, 2013.

 

Mac-Gray reported that third quarter of 2013 revenue increased to $79.5 million, compared with $77.9 million in the third quarter of 2012.  Net income for the third quarter of 2013 was $1.5 million, or $0.09 per diluted share, compared with net income of $1.5 million, or $0.10 per diluted share, for the same period in 2012.  Third-quarter 2013 net income includes $420,000 of transaction costs related to the previously announced proposed merger with CSC Fenway, Inc., a wholly-owned subsidiary of Spin Holdco Inc., which is a wholly-owned subsidiary of CSC ServiceWorks, Inc., and a pre-tax unrealized gain of $29,000 related to fuel commodity derivatives. Third-quarter of 2012 net income included non-cash unrealized gains related to interest rate and fuel commodity derivative instruments of $125,000, and $67,000, respectively.  Excluding these items from both periods, adjusted net income for the third quarter of 2013 increased to $1.7 million, or $0.11 per diluted share, compared with adjusted net income for the third quarter of 2012 of $1.2 million, or $0.08 per diluted share.

 

Please refer to Table 1, included at the end of this news release, for a reconciliation of net income, as reported, to net income, as adjusted.

 

For the third quarter of 2013, Mac-Gray’s earnings before interest expense, income tax expense, depreciation and amortization expense (EBITDA) was $14.6 million, compared with $15.6 million in the year-earlier quarter.  Excluding from both periods, unrealized gains/losses related to interest rate and fuel commodity derivative instruments as well as transaction costs in the third quarter of 2013, EBITDA was $15.0 million for the third quarter of 2013, compared with $15.4 million in the year-earlier quarter.

 

Please refer to Table 2, included at the end of this news release, for a reconciliation of net income to EBITDA and EBITDA, as adjusted.

 



 

“Results for the third-quarter improved over last year’s same period with revenue growth of two percent and our sixth consecutive quarter of increased profitability,” said Chief Executive Officer Stewart G. MacDonald. “Same-location multi-housing revenue grew 1% in the third quarter compared with the third quarter of 2012, primarily reflecting the success of our vend management capabilities.  Commercial equipment sales grew 29 percent over last year’s third quarter reflecting strength in this sector, despite a reduced scope to only the New England region.”

 

“Our business through the first nine months of the year is stable, with year-to-date revenue and gross margin on par with the same period in 2012,” MacDonald said. “During this year we have completed and successfully integrated the tuck-in acquisitions of three small laundry facilities management businesses that have contributed to our performance.”

 

Net income, as adjusted, and EBITDA, as adjusted, exclude unrealized gains/losses related to interest rate derivative instruments and fuel commodity derivatives, and any one-time charges to income.

 

In light of the pending merger of Mac-Gray with CSC Fenway, the Company will not be hosting a third-quarter financial results conference call and has discontinued its financial guidance. Further, Mac-Gray’s previous guidance for 2013 is withdrawn and should not be relied upon.  Mac-Gray will publish further details regarding its third-quarter results in the Management’s Discussion and Analysis and consolidated financial statements of its Quarterly Report on Form 10-Q, which it plans to file next week with the Securities and Exchange Commission.

 

About Mac-Gray Corporation

 

Founded in 1927, Mac-Gray derives its revenue principally through the contracting of debit-card- and coin-operated laundry facilities in multi-unit housing facilities such as apartment buildings, college and university residence halls, condominiums and public housing complexes. Mac-Gray manages laundry rooms in 44 states and the District of Columbia. Mac-Gray also sells and services commercial laundry equipment to retail laundromats and other customers through its product sales division. To learn more about Mac-Gray, visit the Company’s website at www.macgray.com.

 

Safe Harbor Statement

 

This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed merger with CSC Fenway, including the timing of the transaction.  Mac-Gray intends such forward-looking statements to be covered by the Safe Harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with these Safe Harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Mac-Gray, may be identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “project,” or similar expressions.  Investors should not rely on forward-looking statements because they are subject to a variety of risks,

 



 

uncertainties and other factors that could cause actual results to differ materially from such forward-looking statements.  Certain factors which could cause actual results to differ materially from the forward-looking statements include, but are not limited to, general economic conditions, changes in multi-housing vacancy rates, Mac-Gray’s ability to renew long-term customer contracts, the proposed merger with CSC Fenway, the ability to satisfy the closing conditions set forth in the merger agreement, including obtaining stockholder approval and those conditions related to antitrust clearance, the ability of the parties to consummate the proposed transaction and those risks set forth in Mac-Gray’s Annual Report on Form 10-K for the year ended December 31, 2012 under “Risk Factors” and in other reports subsequently filed with the SEC. Except as expressly required by law, Mac-Gray undertakes no obligation to update any forward-looking statements, which speak only as of the date of this news release.  All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

 



 

MAC-GRAY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

77,873

 

$

79,511

 

$

239,936

 

$

240,325

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

Cost of facilities management revenue

 

52,600

 

53,925

 

160,840

 

161,659

 

Depreciation and amortization

 

10,706

 

10,878

 

31,536

 

32,230

 

Cost of products sold

 

2,827

 

3,665

 

8,675

 

8,932

 

Total cost of revenue

 

66,133

 

68,468

 

201,051

 

202,821

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

11,740

 

11,043

 

38,885

 

37,504

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administration expenses

 

7,291

 

7,172

 

24,567

 

22,951

 

Loss (gain) on sale or disposal of assets, net

 

(57

)

(114

)

(97

)

(269

)

Incremental costs of proxy contests

 

 

 

377

 

770

 

Transaction costs

 

 

420

 

 

597

 

Total operating expenses

 

7,234

 

7,478

 

24,847

 

24,049

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

4,506

 

3,565

 

14,038

 

13,455

 

 

 

 

 

 

 

 

 

 

 

Interest expense, including change in fair value of non-hedged interest rate derivative instruments and amortization of deferred financing costs

 

1,931

 

1,147

 

7,235

 

4,100

 

Loss on early extinguishment of debt

 

 

 

3,762

 

54

 

Income before income tax expense

 

2,575

 

2,418

 

3,041

 

9,301

 

Income tax expense

 

1,104

 

961

 

1,285

 

3,714

 

Net income

 

$

1,471

 

$

1,457

 

$

1,756

 

$

5,587

 

Other comprehensive gain, net of tax:

 

 

 

 

 

 

 

 

 

Unrealized gain on derivative instruments

 

173

 

 

493

 

130

 

Comprehensive income

 

$

1,644

 

$

1,457

 

$

2,249

 

$

5,717

 

Net income per share — basic

 

$

0.10

 

$

0.10

 

$

0.12

 

$

0.38

 

Net income per share — diluted

 

$

0.10

 

$

0.09

 

$

0.12

 

$

0.37

 

Weighted average common shares outstanding - basic

 

14,447

 

14,715

 

14,396

 

14,634

 

Weighted average common shares outstanding — diluted

 

15,134

 

15,405

 

15,078

 

15,206

 

 

– MORE –

 



 

MAC-GRAY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 

 

 

December 31,

 

September 30,

 

 

 

2012

 

2013

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

14,328

 

$

13,537

 

Trade receivables, net of allowance for doubtful accounts

 

5,835

 

6,704

 

Inventory of finished goods, net

 

1,284

 

2,144

 

Prepaid expenses, facilities management rent and other current assets

 

10,624

 

12,781

 

Total current assets

 

32,071

 

35,166

 

Property, plant and equipment, net

 

129,947

 

143,699

 

Goodwill

 

57,737

 

58,185

 

Intangible assets, net

 

169,640

 

164,395

 

Prepaid expenses, facilities management rent and other assets

 

12,014

 

14,307

 

Total assets

 

$

401,409

 

$

415,752

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

 

$

1,201

 

$

1,587

 

Trade accounts payable and accrued expenses

 

22,866

 

29,032

 

Accrued facilities management rent

 

20,930

 

20,390

 

Total current liabilities

 

44,997

 

51,009

 

Long-term debt and capital lease obligations

 

190,969

 

196,141

 

Deferred income taxes

 

46,770

 

45,133

 

Other liabilities

 

1,386

 

1,178

 

Total liabilities

 

284,122

 

293,461

 

Commitments and contingencies

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock ($.01 par value, 5 million shares authorized no shares issued or outstanding)

 

 

 

Common stock ($.01 par value, 30 million shares authorized, 14,516,074 issued and outstanding at December 31, 2012, and 14,734,072 issued and outstanding at September 30, 2013)

 

145

 

147

 

Additional paid in capital

 

89,706

 

92,918

 

Accumulated other comprehensive loss

 

(130

)

 

Retained earnings

 

27,566

 

29,226

 

Total stockholders’ equity

 

117,287

 

122,291

 

Total liabilities and stockholders’ equity

 

$

401,409

 

$

415,752

 

 



 

MAC-GRAY CORPORATION

TABLE 1

Reconciliation of Reported Net Income to Adjusted Net Income

(In thousands, except  per share amounts)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

1,471

 

$

1,457

 

$

1,756

 

$

5,587

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense, as reported

 

$

2,575

 

$

2,418

 

$

3,041

 

$

9,301

 

Unrealized gain related to change in fair value of non-hedged interest rate derivative instruments (1)

 

(125

)

 

(360

)

(196

)

Unrealized gain related to change in fair value of fuel commodity derivative instruments (2)

 

(67

)

(29

)

(43

)

(20

)

Loss on early extinguishment of debt (3)

 

 

 

3,762

 

54

 

Incremental costs of proxy contests (4)

 

 

 

377

 

770

 

Transaction costs (5)

 

 

420

 

 

597

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense, as adjusted

 

2,383

 

2,809

 

6,777

 

10,506

 

Income tax expense, as adjusted

 

1,159

 

1,122

 

2,864

 

4,128

 

 

 

 

 

 

 

 

 

 

 

Net income, as adjusted

 

1,224

 

1,687

 

3,913

 

6,378

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share, as adjusted

 

$

0.08

 

$

0.11

 

$

0.26

 

$

0.42

 

 


(1)         Represents the unrealized gain on change in fair value of interest rate protection contracts, which do not qualify for hedge accounting treatment.

(2)         Represents the unrealized loss on change in fair value of fuel commodity derivatives which do not qualify for hedge accounting treatment

(3)         Represents the premium paid to redeem $100,000 of senior notes as well as a writeoff of deferred financing costs associated with our senior notes and a partial writeoff of deferred financing costs associated with our 2008 Credit Facility.

(4)         Represents additional costs incurred for legal advice and proxy solicitation in response to proxy contests relating to the Company’s 2012 and 2013 annual meetings.

(5)         Represents costs associated with the Company’s proposed combination with CSC ServiceWorks, Inc. announced on October 15, 2013 (“the Transaction”).

 

To supplement the Company’s unaudited condensed consolidated financial statements presented on a generally accepted accounting principles (GAAP) basis, management has used a non-GAAP measure of net income.  Management believes that the presentation of “Net income as adjusted” is useful to investors to enhance an overall understanding of our historical financial performance and future prospects.  Net income, as adjusted to exclude certain gains and losses from the comparable GAAP net income, is an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. These non-GAAP results are among the primary indicators management uses as a basis for evaluating the Company’s financial performance as well as for forecasting future periods.  Management establishes performance targets, annual budgets and makes critical operating decisions based upon these metrics. Accordingly, disclosure of these non-GAAP measures provides investors with the same information that management uses to understand the Company’s true economic performance year over year.  The presentation of this

 



 

additional information is not meant to be considered in isolation or as a substitute for net income or other measures prepared in accordance with GAAP.

 

MAC-GRAY CORPORATION

TABLE 2

Reconciliation of Reported Net Income to Earnings Before Interest, Taxes,

Depreciation and Amortization (“EBITDA”) and EBITDA, as adjusted

(In thousands)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,471

 

$

1,457

 

$

1,756

 

$

5,587

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

1,966

 

1,063

 

7,239

 

4,034

 

Income tax expense

 

1,104

 

961

 

1,285

 

3,714

 

Depreciation and amortization

 

10,922

 

11,056

 

32,162

 

32,784

 

Amortization of deferred financing costs

 

90

 

84

 

356

 

262

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

15,553

 

14,621

 

42,798

 

46,381

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain related to change in fair value of non-hedged interest rate derivative instruments (1)

 

(125

)

 

(360

)

(196

)

Unrealized gain related to change in fair value of fuel commodity derivative instruments (2)

 

(67

)

(29

)

(43

)

(20

)

Loss on early extinguishment of debt (3)

 

 

 

3,762

 

54

 

Incremental costs of proxy contests (4)

 

 

 

377

 

770

 

Transaction costs (5)

 

 

420

 

 

597

 

 

 

 

 

 

 

 

 

 

 

EBITDA, as adjusted

 

$

15,361

 

$

15,012

 

$

46,534

 

$

47,586

 

 


(1)         Represents the unrealized gain on change in fair value of interest rate protection contracts which do not qualify for hedge accounting treatment.

(2)         Represents the unrealized loss on change in fair value of fuel commodity derivatives which do not qualify for hedge accounting treatment.

(3)         Represents the partial write off of deferred financing costs associated with our 2008 Credit Facility.

(4)         Represents additional costs incurred for legal advice and proxy solicitation in response to proxy contests relating to the Company’s 2012 and 2013 annual meetings.

(5)         Represents costs associated with the Transaction.

 

EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. EBITDA, as adjusted, is EBITDA further adjusted to exclude the items described in the table above. We have excluded these items because we believe they are not reflective of our ongoing operating performance. EBITDA and EBITDA, as adjusted, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.

 



 

Our management believes EBITDA and EBITDA, as adjusted, are useful to investors because they help enable investors to evaluate our business in the same manner as our management.  Management uses EBITDA and EBITDA, as adjusted, as follows: (a) to evaluate the Company’s historical and prospective financial performance, (b) to set internal revenue targets and spending budgets, (c) to measure operational profitability and the accuracy of forecasting, and (d) as an important factor in determining variable compensation for management.  In addition, these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage.  Moreover, investors have historically requested and the Company has historically reported these non-GAAP financial measures as a means of providing consistent and comparable information with past reports of financial results.

 

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures.  These measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation.  Further, EBITDA and EBITDA, as adjusted, exclude interest expense and depreciation and amortization expense, which represent significant and unavoidable operating costs given the level of indebtedness and the capital expenditures needed to maintain our business.  In addition, our measures of EBITDA and EBITDA, as adjusted, are different from those used in the covenants contained in our senior credit facilities.  Management compensates for these limitations by relying primarily on our GAAP results and by using EBITDA and EBITDA, as adjusted, only supplementally and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

 

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States.  The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.