Construction/Building — December 21, 2012Black Diamond Makes Additional Australian Asset Purchase
CALGARY, ALBERTA--(Marketwire - Dec. 21, 2012) - Black Diamond Group Limited (TSX:BDI) ("Black Diamond" or the "Company") is pleased to announce that an indirect, wholly-owned subsidiary of Black Diamond has entered into a definitive purchase agreement to acquire, effective January 1, 2013, modular rental building assets (the "Nomad Assets") of Nomad Building Solutions Limited (the "Acquisition"). The Nomad Assets are comprised of 107 modular accommodation and workspace units.
Black Diamond will pay cash of AUD$6.15 million for the Nomad Assets (CAD$6.37million, based upon the December 20, 2012 noon buying rate of the Bank of Canada of AUD$0.9659 for CAD$1.00). The Nomad Assets are unencumbered and there will be no debt assumed by Black Diamond at closing. Black Diamond anticipates generation of margins consistent with those generated from rental assets in North America.
The Acquisition is scheduled to close on or about January 10, 2013, with an effective date of purchase of January 1, 2013, from which date the Black Diamond financial statements will consolidate the financial results of the Nomad Assets.
Black Diamond will finance the Acquisition with a combination of cash and debt available under its existing credit facilities.
Strategic Rationale and Fit
The Nomad Assets are similar to assets which Black Diamond operates in Canada and are well-positioned in the resource-rich States of Queensland and Western Australia. Historically, the assets have generated positive EBITDA and cash flow, which is expected to continue, as approximately 40 percent of the Nomad Assets are contracted out until December 31, 2014. The Acquisition is expected to provide immediate cash flow and earnings accretion.
The Nomad Assets are currently utilized at approximately 85 percent, have an average age of 2.0 years and an expected average useful life of more than 10 years. Approximately 50 percent of the fleet is contracted to customers in the mining sector, and the remainder of the fleet is contracted to customers in the construction and general commercial industries. Historically, rentals to customers in the mining industry have been for a longer-term as compared to customers in the other industries.
About Black Diamond
Founded in 2003, Black Diamond Group Limited is one of North America's fastest growing remote lodging, modular building and energy services companies. With its corporate head office located in Calgary, Black Diamond provides world-class services to a full spectrum of industries including oil and gas, mining, power, construction, engineering, military, government and education.
Through its wholly-owned subsidiaries, Black Diamond Limited Partnership, BOXX Modular Inc. and through its 50% equity participation in the Black Diamond Dene Limited Partnership, Black Diamond West Moberly Limited Partnership, and Black Diamond Nehiyawak Limited Partnership, Black Diamond operates four complementary divisions in thirteen strategic locations across Canada and the USA.
Black Diamond Camps rents and sells remote workforce housing and provides associated services; Black Diamond Logistics provides turnkey lodging services, remote facility management and supply chain solutions; BOXX Modular specializes in renting and selling a broad range of modular work space solutions and Black Diamond Energy Services rents and sells a complement of oilfield equipment and services.
In the interest of providing Black Diamond's shareholders and potential investors with information regarding Black Diamond, including management's assessment of the future plans and operations of Black Diamond, certain statements contained in this news release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the following: expectations of Black Diamond regarding the proposed Acquisition, including the timing of completion of the Acquisition, operating and financial metrics of the Acquisition, potential synergies resulting from the Acquisition, and the effect of the Acquisition on Black Diamond's operations and financial results.
With respect to forward-looking statements contained in this news release, Black Diamond has made assumptions regarding, among other things: that the Acquisition will close when planned and on the terms and conditions set forth herein; and the ability of Black Diamond to execute and realize on the anticipated benefits of the Acquisition. Although Black Diamond believes that the expectations reflected in the forward-looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Black Diamond's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Acquisition may not close when planned or at all or on the terms and conditions set forth herein; incorrect assessment of the value of the Acquisition; failure to realize the anticipated benefits and synergies of the Acquisition; the impact of general economic conditions, industry conditions, fluctuation of commodity prices, fluctuation of exchange rates, environmental risks, industry competition, availability of qualified personnel and management, stock market volatility, timely and cost effective access to sufficient capital from internal and external sources; and the other factors described under "Risk Factors" in Black Diamond's most recently filed annual information form and other reports on file with Canadian securities regulatory authorities which may be accessed through the SEDAR website (www.sedar.com) and at Black Diamond's website (www.blackdiamondlimited.com). Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, Black Diamond does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
In this news release, the following term has been referenced: EBITDA (earnings before interest, taxation, depreciation and amortization). Readers are cautioned that this measure is not defined under Generally Accepted accounting Principles ("GAAP"). Readers are cautioned that this non-GAAP measure is not an alternative to measures under GAAP and should not, on its own, be construed as an indicator of APB's performance or cash flows, a measure of liquidity or as a measure of actual return on the Acquisition.
Black Diamond Group Limited
President and Chief Executive Officer
(403) 264-9281 (FAX)
Black Diamond Group Limited
Executive Vice President and Chief Financial Officer
(403) 264-9281 (FAX)
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