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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Engineering.Com Incorporated | TSXV:EGN | TSX Venture | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
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ENGINEERING.com Incorporated (TSX VENTURE:EGN), a digital media company that
informs, inspires and engages engineers, today announced its unaudited financial
results for the third quarter ended September 30, 2013 and that it has approved,
subject to shareholder and regulatory approval, a proposal (the "Proposal") by
Frank Baldesarra ("Baldesarra"), a director and the Chief Executive Officer,
Secretary and Treasurer of the Corporation, to take ENGINEERING.com private by
way of a share consolidation.
Third Quarter 2013 Results
Revenue was $495,031 for the three months ended September 30, 2013 and
$1,369,260 for the year-to-date, compared to revenue of $383,485 for the third
quarter and $1,437,075 for the first nine months of 2012.
Operating loss (EBITDA) measured as earnings before interest, taxes,
amortization and stock-based compensation, was ($7,760) for the third quarter of
2013 and ($33,744) for the year-to-date, compared with an operating loss of
($56,780) for the three month period ended September 30, 2012 and ($67,533) for
the first nine months of 2012.
The operating expenses in the latest quarter were $308,756 compared to $263,408
in the third quarter a year earlier and $894,401 for year-to-date, compared to
$857,577 for the first nine months of 2012.
The net loss for the three months ended September 30, 2013, totaled ($11,239)
and $0.00 per Common Share and ($45,229) and $0.00 per Common Share for the
September 30, 2013 year-to-date. These results are compared to a net loss of
($63,634) and $0.00 per Common Share for the third quarter of 2012 and ($90,627)
and $0.00 per Common Share for the first nine months of 2012.
As at September 30, 2013, the Company had a cash balance of $223,560 compared to
a cash balance of $231,196 as at December 31, 2012.
Going Private Transaction
Under the Proposal, the going private transaction will be accomplished through
the consolidation of ENGINEERING.com's issued and outstanding Common Shares. The
Proposal contemplates the consolidation of the Common Shares on the basis of one
new common share for each 350,000 Common Shares now outstanding (the
"Consolidation). Those shareholders who would otherwise have been entitled to
receive fractional shares will instead be paid $0.03 in cash per Common Share
held by them prior to the consolidation (the "Consolidation Price"), and
Baldesarra, together with those shareholders of ENGINEERING.com who held at
least 350,000 Common Shares prior to the Consolidation, will be the only
shareholders of ENGINEERING.com following the Consolidation.
The Consolidation Price represents a 100% premium to the volume-weighted average
closing price of ENGINEERING.com's Common Shares on the TSX Venture Exchange for
the 30 trading days ended November 8, 2013, and a 126% premium to the
volume-weighted average closing price of ENGINEERING.com's Common Shares on the
TSX Venture Exchange for the 52 weeks ended November 8, 2013. The Consolidation
is subject to the approval of 2/3 of the Common Shares voted at
ENGINEERING.com's upcoming special meeting of shareholders scheduled to occur on
December 19, 2013 at 10:00 am at the Company's offices at 5285 Solar Drive in
Mississauga (the "Meeting") as well as the approval of a majority of the votes
cast by minority shareholders at the Meeting pursuant to the requirements of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions.
Baldesarra, who owns or controls approximately 52.3% of the outstanding Common
Shares, and his associates and affiliates, and members of management and the
directors of ENGINEERING.com, who collectively own or control 19.4% of the
outstanding Common Shares, have advised ENGINEERING.com that they intend to vote
all of their Common Shares in favour of the Consolidation.
The board of directors of ENGINEERING.com established an independent special
committee to review the Consolidation and the Proposal and engaged Industrial
Alliance Securities Inc. to provide a fairness opinion in relation to the
Consolidation Price (the "Fairness Opinion"). The special committee recommended
to ENGINEERING.com's board of directors that the Consolidation be approved. The
Fairness Opinion will be attached to ENGINEERING.com's management information
circular for the Meeting, which will be available under ENGINEERING.com's
profile at www.sedar.com.
Subject to the approval of the Consolidation at the Meeting and the acceptance
of the TSX Venture Exchange, ENGINEERING.com intends to file articles of
amendment to effect the Consolidation. Once the Consolidation is completed,
ENGINEERING.com intends to apply to have its Common Shares delisted from the TSX
Venture Exchange and intends to apply to cease to be a reporting issuer with the
applicable securities regulatory authorities.
ENGINEERING.com proposes to complete the going private transaction in order to
eliminate the financial burden of continuing as a reporting issuer.
ENGINEERING.com believes that the anticipated time, costs and regulatory
requirements that are entailed in meeting the legal obligations to public
shareholders cannot be justified in view of its present circumstances, including
very low trading volumes and a limited number of public shareholders.
About ENGINEERING.com Incorporated
ENGINEERING.com Incorporated (TSX VENTURE:EGN) inspires, informs and entertains
a worldwide audience of engineers through the www.ENGINEERING.com web site,
mobile and social media channels. ENGINEERING.com offers marketing services to
manufacturers, technology inventors and engineering academia. The
ENGINEERING.com Incorporated head office is located in Mississauga, Ontario,
Canada and can be reached toll-free at 1-877-997-9917, by facsimile at
905-273-6691 or through the Internet at www.ENGINEERING.com.
EBITDA
EBITDA is defined by the Company as operating income before interest expense,
income taxes, amortization, stock - based compensation, asset dispositions and
provision for discontinued operations. The Company has included information
concerning EBITDA because it believes that EBITDA is used by certain investors
as one measure of the Company's financial performance. EBITDA is not a measure
of financial performance under International Financial Reporting Standards and
is not necessarily comparable to similarly titled measures used by other
companies. EBITDA should not be construed as an alternative to operating income
or to cash flows from operating activities as a measure of liquidity.
Forward Looking Statements
This press release may contain forward-looking statements based on management's
current projections, beliefs and opinions at the date of this press release.
Actual results could differ materially from those anticipated in these
statements. ENGINEERING.com Incorporated undertakes no responsibility to update
forward-looking statements if circumstances or management's projections, beliefs
or opinions change.
The contents of this News Release have been reviewed and approved by the Audit
Committee and the Board of Directors.
The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
STATEMENTS OF FINANCIAL POSITION
Expressed in Canadian Dollars
As at September 30, 2013
(With comparative amounts as at December 31, 2012)
Sep. 2013 Dec. 2012
ASSETS
CURRENT ASSETS
Cash $ 223,560 $ 231,196
Accounts receivable 218,513 248,662
Prepaids expenses and deposits 31,488 24,529
----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 473,561 504,387
----------------------------------------------------------------------------
----------------------------------------------------------------------------
NON-CURRENT ASSETS
Property and equipment 8,476 10,334
Intangible assets 333,940 331,522
----------------------------------------------------------------------------
TOTAL NON-CURRENT ASSETS 342,416 341,856
----------------------------------------------------------------------------
TOTAL ASSETS $ 815,977 $ 846,243
----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable & accrued liabilities $ 436,887 $ 429,433
Deferred revenue 207,678 207,179
----------------------------------------------------------------------------
TOTAL LIABILITIES 644,565 636,612
----------------------------------------------------------------------------
SHAREHOLDER'S EQUITY
Share capital 15,450,966 15,450,966
Contributed surplus 524,844 517,834
Deficit (15,804,398) (15,759,169)
----------------------------------------------------------------------------
TOTAL SHAREHOLDERS EQUITY 171,412 209,631
----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 815,977 $ 846,243
----------------------------------------------------------------------------
NOTICE: The Company's auditors have not audited or reviewed these financial
statements.
STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY
Expressed in Canadian Dollars
For the period ended September 30, 2013
(With comparative balances for the period ended September 30, 2012)
Number
of
Common Share Contributed
Shares Capital Surplus Deficit Total
----------------------------------------------------------------------------
At December 31,
2011 43,870,623 $15,450,966 $ 497,899 $(15,602,800) $ 346,065
Net loss for the
period (90,627) (90,627)
Stock based
compensation 16,285 16,285
----------------------------------------------------------------------------
At September 30,
2012 43,870,623 $15,450,966 $ 514,184 $(15,693,427) $ 271,723
----------------------------------------------------------------------------
At December 31,
2012 43,870,623 $15,450,966 $ 517,834 $(15,759,169) $ 209,631
Net loss for the
period (45,229) (45,229)
Stock based
compensation 7,010 7,010
----------------------------------------------------------------------------
At September 30,
2013 43,870,623 $15,450,966 $ 524,844 $(15,804,398) $ 171,412
----------------------------------------------------------------------------
NOTICE: The Company's auditors have not audited or reviewed these financial
statements.
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
Expressed in Canadian Dollars
For the period ended September 30, 2013
(With comparative amounts for the period ended September 30, 2012)
Three months ended Nine months ended
2013 2012 2013 2012
REVENUE $ 495,031 $ 383,485 $ 1,369,260 $ 1,437,075
COST OF SALES 194,035 176,857 508,603 647,031
----------------------------------------------------------------------------
GROSS PROFIT 300,996 206,628 860,657 790,044
----------------------------------------------------------------------------
OPERATING EXPENSES
Salaries and marketing 118,085 103,850 346,259 338,117
Development and
operations 96,372 85,658 279,082 246,402
General and
administrative 94,299 73,900 269,060 273,058
----------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 308,756 263,408 894,401 857,577
----------------------------------------------------------------------------
----------------------------------------------------------------------------
INCOME (LOSS) BEFORE
UNDERNOTED ITEMS: (7,760) (56,780) (33,744) (67,533)
----------------------------------------------------------------------------
Stock based
compensation (2,169) (4,591) (7,010) (16,285)
Amortization expense (1,310) (2,263) (4,475) (6,809)
----------------------------------------------------------------------------
NET INCOME (LOSS) &
COMPREHENSIVE INCOME $ (11,239) $ (63,634) (45,229) $ (90,627)
----------------------------------------------------------------------------
Earnings (Loss) Per
Share
Basic $ 0.00 $ 0.00 $ 0.00 $ 0.00
Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average number
of common shares
(Basic and Diluted) 43,870,623 43,870,623 43,870,623 43,870,623
----------------------------------------------------------------------------
NOTICE: The Company's auditors have not audited or reviewed these financial
statements.
STATEMENTS OF CASH FLOWS
Expressed in Canadian Dollars
For the period ended September 30, 2013
(With comparative amounts for the period ended September 30, 2012)
Three months ended Nine months ended
2013 2012 2013 2012
OPERATING ACTIVITIES
Net Income (Loss) $ (11,239) $ (63,634) $ (45,229) $ (90,627)
Add items not affecting
cash
Stock based
compensation 2,169 4,591 7,010 16,285
Amortization 1,310 2,263 4,475 6,809
Changes in operating
assets and
liabilities other
than cash (26,220) (40,987) 31,142 131,432
----------------------------------------------------------------------------
CASH FLOWS FROM
OPERATING ACTIVITIES (33,980) (97,767) (2,602) 63,899
----------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to property
and equipment (401) (1,133) (2,616) (5,301)
Additions to
intangible assets (2,113) (527) (2,418) (5,595)
----------------------------------------------------------------------------
CASH FLOWS FROM
INVESTING ACTIVITIES (2,514) (1,660) (5,034) (10,896)
----------------------------------------------------------------------------
INCREASE (DECREASE) IN
CASH (36,494) (99,427) (7,636) 53,003
CASH, Beginning of
period 260,054 411,444 231,196 259,014
----------------------------------------------------------------------------
CASH, End of period $ 223,560 $ 312,017 $ 223,560 $ 312,017
----------------------------------------------------------------------------
NOTICE: The Company's auditors have not audited or reviewed these financial
statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
ENGINEERING.com, Inc.
John Hayes
President & CFO
905-273-9991, ext. 3280
905-273-6691 (FAX)
jhayes@engineering.com
www.engineering.com
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