yadayada Posted May 8, 2015 Share Posted May 8, 2015 Seems ripe for activist shareholders this one I love this : Stock options represent a critical component of Enterprise’s compensation philosophy. We believe that our executives and employees should be motivated to increase not only corporate profits, but also the value of our equity over the long-term. Stock options serve to incentivize their recipients towards achieving this objective. Basically a legal fuck you in the face of shareholders. 'we believe management should be properly motivated by options, and therefore we will now move the target price to a point not higher then current share price!' Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 8, 2015 Share Posted May 8, 2015 Yep, pretty scummy. Should be a fun conference call. ENTERPRISE TO REPORT FIRST QUARTER 2015 RESULTS ON MAY 14 May 6, 2015 - St. Albert, AB – Enterprise Group, Inc. (“Enterprise,” or the “Company”) (TSX:E) announced today that it will release its financial results for the first quarter of 2015 prior to the market open on May 14, 2015. A press release summarizing these results, as well as both financial statements and Management’s Discussion & Analysis for the relevant periods, will be available on Enterprise’s website (www.enterprisegrp.ca) and SEDAR (www.sedar.com). Enterprise will also host a conference call at 5:00 PM Eastern on May 14, 2015, at which time management will both review the Company’s financial results and strategic outlook. Conference Dial-In Details Toll Free (North America): 866-225-0198 Toronto Local: 416-340-2218 Toll Free (North America): 800-408-3053 Passcode: 9122403 Link to comment Share on other sites More sharing options...
KinAlberta Posted May 8, 2015 Share Posted May 8, 2015 https://www.canadianinsider.com/node/7?menu_tickersearch=E+%7C+Enterprise+Group CEO just dumped a load of shares. I really have a bad feeling about this thing... :-) Why stay long with fellow shareholders, when you can reprice and maybe in a few more months even issue even more options. Then, like the Wall Street bankers were saying in the depths of the 2009 crisis: 'we're granting ourselves huge numbers of options - the public and shareholders should see that as being onside with all the shareholders taking a bath.' Instead they were essentially expropriating future wealth from their owners. Link to comment Share on other sites More sharing options...
investor-man Posted May 8, 2015 Share Posted May 8, 2015 I tend toward cigar-butts, so I rarely see eye-to-eye with ItsAValueTrap, but I avoided this one because of his warning on the management team, so I want to take a moment to say thanks to ItsAValueTrap - you're analysis is always appreciated even if I don't always agree Link to comment Share on other sites More sharing options...
Laxputs Posted May 8, 2015 Author Share Posted May 8, 2015 "Our Board of Directors is also exceptionally aligned with you, our shareholders. In combination, we possess 7.0% of Enterprise’s currently issued and outstanding shares, including 6.8% that are owned by myself and Desmond O’Kell, the Corporation’s founders". Apparently voting power of the board and CEOs is only 7%. I'm going to vote against the option repricing. My vote may not have a material impact and perhaps the dilution is actually not that significant, but I believe voting against it is the right thing to do. Perhaps it lets management know of shareholder disapproval and distrust. I hope others do as well. It takes very little time. Link to comment Share on other sites More sharing options...
libor.plus1 Posted May 8, 2015 Share Posted May 8, 2015 I clicked on the first page of this thread without knowing anything about the company and instantly I was interested. By page 3, issues of management integrity and them "not being very clear" came up and I completely lost interest. I found it funny on page 3 how a few of the people on this board just minimized management integrity with "they own shares, they seem competent". Having lost interest I went to the last page of this thread as well as looked at the price chart. LOL. A lot of investors here need to understand that there is no substitute for management integrity. If management is not being clear, its because they are hiding something. Applying a 2x multiple to earnings from some shady management is not investing, its gambling. Link to comment Share on other sites More sharing options...
yadayada Posted May 8, 2015 Share Posted May 8, 2015 I dont think it was obvious they were crooks before the Q4 statement, and before all of this. Valuetrap merely suggested that sometimes managers of these companies can be corrupt. I think the problem was that I started buying at 2x tang book value. Link to comment Share on other sites More sharing options...
Laxputs Posted May 8, 2015 Author Share Posted May 8, 2015 Management will argue that the stock options deserve to be repriced because the falling crude prices does not reflect the value that has been brought to the business over the last year; that earnings power has been increased through strategic acquisitions. Enterprise has record revenue and ebitda. But the truth is, if you issue shares and take on debt for acquisitions, it is not hard for a company to have record revenue and ebitda. Repricing options and proposing to issue more options when the stock price has fallen so drastically is a sign management is not aligned with shareholders. An (honest) CEO deserves a salary even if the stock is not doing well, but issuing options should be bonuses. Why do they deserve a bonus when all the other owners are showing large losses? Agree? Link to comment Share on other sites More sharing options...
sculpin Posted May 8, 2015 Share Posted May 8, 2015 I will vote against the option repricing and also withhold votes for the directors. I encourage everyone else who holds shares to think seriously about mgmt performance and mgmt.'s expected rewards. Link to comment Share on other sites More sharing options...
doc75 Posted May 9, 2015 Share Posted May 9, 2015 The repricing proposal suggests that options are a large part of executive/employee compensation... as if to say that these folks aren't taking home much in terms of cash salary. The big red flag for me on this one was the large "management consulting fees" paid to the CEO. That type of compensatory arrangement is as sure a sign of crookedness as I can imagine. I mean... you're the CEO. What is your salary paying for, if not for management? Link to comment Share on other sites More sharing options...
Laxputs Posted May 9, 2015 Author Share Posted May 9, 2015 The big red flag for me on this one was the large "management consulting fees" paid to the CEO. Where is that stated? I couldn't find that line. It seems unlikely that the option repricing will pass, unless I'm missing something. If mgmt and BOD only have 7%, the overwhelming majority of shareholders have to be against this. And why have they not proposed buying back shares? Link to comment Share on other sites More sharing options...
doc75 Posted May 9, 2015 Share Posted May 9, 2015 As far as I recall it's in the the "transactions with related parties" section of the financials. Just over $1mm of managment fees were paid last year, up from $750k (or so) the prior year. And in the prior year they also paid the CEO a bunch of cash to rent equipment from him. Not the hallmarks of upstanding arms-length management. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 9, 2015 Share Posted May 9, 2015 I will vote against the option repricing and also withhold votes for the directors. I encourage everyone else who holds shares to think seriously about mgmt performance and mgmt.'s expected rewards. My broker emailed the voting materials to me this morning. Done and done. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 14, 2015 Share Posted May 14, 2015 http://www.digitaljournal.com/pr/2553945 Enterprise Group Announces Results for the First Quarter of 2015 ST. ALBERT, ALBERTA--(Marketwired - May 14, 2015) - Enterprise Group, Inc. ("Enterprise," or "the Company") (TSX:E) is pleased to announce its financial results for the three month period ended March 31, 2015 (the "first quarter"). Consolidated: Three months March 31, 2015 Three months March 31, 2014 Change Revenue $ 20,195,634 $ 21,107,305 $ (911,671 ) Gross margin $ 5,618,557 $ 8,547,165 $ (2,928,608 ) Gross margin % 28 % 40 % (12 %) EBITDA $ 4,359,567 $ 7,074,818 $ (2,694,919 ) Income before tax $ 689,693 $ 4,658,495 $ (3,968,802 ) Net income $ 494,993 $ 4,326,813 $ (3,831,820 ) EPS $ 0.00 $ 0.04 $ (0.04 ) Total assets $ 160,535,376 $ 131,378,174 $ 29,157,202 Enterprise recorded revenue of $20.2 million and EBITDA of $4.4 million during the first quarter, decreases of $0.9 million and $2.7 million, respectively, when compared to the prior year. While demand from the Company's existing customer base remained stable during the first quarter, revenue was impacted by both discounted rates and warmer than average weather. The impact of these factors also served as the primary drivers of the decrease in the Company's EBITDA. "Enterprise has adapted quickly to what it appears will be a challenging year for many resource-based businesses," stated Leonard Jaroszuk, Enterprise's Chief Executive Officer. "The decline in energy prices over the second half of 2014 has created a significant change in our operating environment, particularly in regards to our Equipment Rental Services division. As mentioned during the last quarter, we have responded to this uncertainty by implementing pricing adjustments for our oil and gas clients to align our offerings with those of our industry peers. During the first quarter, these pricing adjustments were the primary driver of not only a decline in revenue within this division, but also a decrease in its EBITDA. Furthermore, while our pricing adjustments have so far allowed us to successfully sustain demand for this division's services, we have less certainly of revenues in the second half of this year. "Enterprise has adopted a conservative approach to our capital expenditures, ensuring the integrity of our balance sheet even in a protracted challenging operating environment. This caution has also been applied to our operations. We have intensified our ongoing review of, and commitment to, both operational discipline and cost control. During the first quarter, we took the difficult step of reducing the headcount at our Rental division by approximately 25%, in addition to reducing the salaries of several senior management personnel. We have also taken steps towards streamlining the cost structure of our Utilities/Infrastructure Services division, despite the fact that its business is less sensitive to energy price variations. This division is now under the guidance of a new management team that we believe will push this division to achieve greater growth and profitability in the coming years. These proactive measures will ensure that Enterprise is not just protected from the challenges 2015 may present, but also prepared to take advantages of any opportunities that may arise as a result of this uncertain environment." Utilities/Infrastructure Division The Utilities/Infrastructure Services division includes operations for T.C. Backhoe & Directional Drilling Ltd. ("TCB") and Calgary Tunnelling & Horizontal Augering Ltd. ("CTHA"). Utilities/infrastructure construction: Three months March 31, 2015 Three months March 31, 2014 Revenue $ 8,176,410 $ 8,477,405 Decrease $ (300,995 ) EBITDA $ 1,107,264 $ 2,367,758 Decrease $ (1,260,494 ) Total Assets $ 55,359,744 $ 37,067,489 Increase $ 18,292,255 Enterprise's Utilities/Infrastructure division generated revenue of $8.2 million during the first quarter, a decrease of $0.3 million when compared to the prior year. During the quarter, the Company successfully began drilling under the Bow River in Calgary, completing the tunneling portion of this project in early April. This marked the successful completion of the Company's first project with the Direct Pipe System, and as a result is expected to create an opportunity to pursue more substantial projects across Western Canada. The Utilities/Infrastructure division generated EBITDA of $1.1 million during the first quarter, a decrease of $1.3 million when compared to the prior year. This decline was primarily due to various project delays at CTHA, as well as additional costs associated with the Direct Pipe project. These issues are not expected to impact the second quarter of 2015. During the first quarter, the Company also resolved previously identified cost issues at TCB that related to repairs and maintenance, fleet expansion, and third-party rentals. As a result, the Company anticipates that EBITDA margins within the Utilities/Infrastructure division will return to historical levels by the second quarter of 2015. Equipment Rental Division The Equipment Rental Services division includes operations for Artic Therm International Ltd., Hart Oilfield Rentals Ltd. ("Hart"), and Westar Oilfield Rentals Ltd. ("Westar"). Equipment rental: Three months March 31, 2015 Three months March 31, 2014 Revenue $ 12,019,224 $ 12,629,900 Decrease $ (610,676 ) EBITDA $ 4,526,628 $ 5,875,401 Decrease $ (1,348,773 ) Total Assets $ 88,649,021 $ 57,593,387 Increase $ 31,055,634 Enterprise's Equipment Rental division generated revenue of $12.0 million during the first quarter, a decrease of $0.6 million when compared to the prior year. This decline was primarily due to discounted rates for the Company's services, as well as by the warmer than average weather and associated early arrival of spring break-up and road bans. These factors were only partially offset by the additional revenue provided by the acquisition of Westar. The Equipment Rental division generated EBITDA of $4.5 million during the first quarter, a decrease of $1.4 million when compared to the prior year. This decline was primarily due to the same factors that impacted revenue. Discounted rates had a particularly pronounced impact on EBITDA due to a lack of an associated decrease in the Company's related expenses, while the warmer weather had a particularly pronounced impact on the demand for flameless heaters, which produce the greatest margins within this division. In response to both the EBITDA decline and limited visibility regarding for this division's services over the second half of 2015, the Company has both reduced divisional headcount by approximately 25% and implemented salary reductions at the senior management level. Balance Sheet Cash provided by operating activities in the first quarter was $3.0 million. This contributed to a quarter end balance of $10.9 million in cash and cash equivalents. Total loans and borrowing at the end of the first quarter were $56.3 million, including finance lease liabilities. Of this $56.3 million, Enterprise's current portion of loans and borrowings is $10.3 million, including $7.0 million in finance lease liabilities. Aside from $1.6 million in outstanding convertible debentures that mature in May and $1.3 million of outstanding vendor take-back loans due in June and October, the Company faces no material debt maturities in 2015. Conference Call Information Enterprise will host a conference call for investors and analysts today, May 14, 2015, at 5:00 PM Eastern, in order to review the financial results for the period ended March 31, 2015. To participate in the conference call, please dial 416-340-2218 or toll free at 866-225-0198. Read more: http://www.digitaljournal.com/pr/2553945#ixzz3a7SacXDx Link to comment Share on other sites More sharing options...
yadayada Posted May 14, 2015 Share Posted May 14, 2015 In response to both the EBITDA decline and limited visibility regarding for this division's services over the second half of 2015, the Company has both reduced divisional headcount by approximately 25% and implemented salary reductions at the senior management level. Lol, really? So they want to reduce the salaries of people who run these things, and increase the ones of the people who financed this mess. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 14, 2015 Share Posted May 14, 2015 Related party consulting/management fees went up 7.2%. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 14, 2015 Share Posted May 14, 2015 ENTERPRISE TO REPORT FIRST QUARTER 2015 RESULTS ON MAY 14 May 6, 2015 - St. Albert, AB – Enterprise Group, Inc. (“Enterprise,” or the “Company”) (TSX:E) announced today that it will release its financial results for the first quarter of 2015 prior to the market open on May 14, 2015. A press release summarizing these results, as well as both financial statements and Management’s Discussion & Analysis for the relevant periods, will be available on Enterprise’s website (www.enterprisegrp.ca) and SEDAR (www.sedar.com). Enterprise will also host a conference call at 5:00 PM Eastern on May 14, 2015, at which time management will both review the Company’s financial results and strategic outlook. Conference Dial-In Details Toll Free (North America): 866-225-0198 Toronto Local: 416-340-2218 Toll Free (North America): 800-408-3053 Passcode: 9122403 Also reminder for the conference call today. Should be some fireworks if they open it up to non-analyst. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 14, 2015 Share Posted May 14, 2015 Regarding option repricing: said they are going to continue to grow the company and in order to attract and entice senior management they need it. Said they were 'getting some kick back' on it and management has plans to keep/attract talent if the vote fails. Link to comment Share on other sites More sharing options...
Laxputs Posted May 14, 2015 Author Share Posted May 14, 2015 Short CC. Lower revenue due to softer prices on services. EBITDA lower due to fixed direct costs. Only 2 analysts. Not open to retail investors. -They expect "better" margins in UICS next quarter due to recent one time costs with TCB and delays/costs with DP. (Note: they predict this every time and usually miss). -No revenue certainty in 2h15. -Won't give EBITDA margin guidance. -Fair to model 1.3m in G&A (I think they said 1.3/quarter...about 5.2m annualized) At the start of the conference call, there was a request to keep the questions "high level" and civil. Funny. On growth prospects: "We're just getting started". Hopefully the options repricing proposal doesn't pass--I doubt it well. I think there are very good arguments to both sell, as well as hold. I don't think there are convincing arguments to add. Promotional and greedy management is clearly the reason to sell. The reasonable expectation of normalized EBITDA margins with current asset base and a continued, perceived MOS even in this challenging operating environment, and the large resultant IRR within 3 years is the argument to hold. I'm stilling holding. I'm down about 70%. The saga adds comic levity to my portfolio. Link to comment Share on other sites More sharing options...
Laxputs Posted May 15, 2015 Author Share Posted May 15, 2015 Just voted "no" to the option repricing. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted May 28, 2015 Share Posted May 28, 2015 Annual meeting was at 9:30 PT today. Haven't seen anything as to the vote results. Looks like last year they put out a press release and uploaded vote documents to SEDAR the day after the annual meeting. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted June 1, 2015 Share Posted June 1, 2015 ENTERPRISE GROUP, INC. ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS May 28, 2015 REPORT ON VOTING RESULTS ELECTION OF DIRECTORS The following nominees were elected as directors of the Corporation to hold office until the next annual meeting of the shareholders: Nominee Votes For % Votes Withheld % ---------------------------------------------------------------------------- Leonard Jaroszuk 56,076,298 82.17% 12,167,451 17.83% ---------------------------------------------------------------------------- John Pinsent 61,882,768 90.68% 6,360,981 9.32% ---------------------------------------------------------------------------- Desmond O'Kell 56,864,548 83.33% 11,379,201 16.67% ---------------------------------------------------------------------------- John Campbell 62,273,230 91.25% 5,970,519 8.75% ---------------------------------------------------------------------------- Neil Darling 62,290,530 91.28% 5,953,219 8.72% ---------------------------------------------------------------------------- APPOINTMENT OF AUDITORS By vote by way of a show of hands, Grant Thornton LLP, Chartered Accountants, of Edmonton, Alberta, were appointed Auditors of the Corporation. UNALLOCATED OPTIONS The motion to approve an ordinary resolution approving the unallocated option entitlements under the Corporation’s stock option plan was defeated with 56.05% of votes cast against the resolution and 43.95% of votes cast for the resolution. OPTION REPRICING The motion to approve an ordinary resolution approving the repricing of stock options issued to directors and officers under the Corporation’s stock option plan (on a disinterested basis, excluding insiders who are holders of the affected options) was defeated with 76.31% of the votes cast against the resolution and 23.69% of votes cast for the resolution. SHARE CONSOLIDATION The motion to approve a special resolution approving an amendment to the articles of the Corporation to consolidate its issued and outstanding common shares on the basis of one (1) post-consolidation common share for up to every four (4) pre-consolidation common shares was approved with 85.99% of votes cast for the resolution and 14.01% of votes cast against the resolution. Link to comment Share on other sites More sharing options...
Laxputs Posted June 1, 2015 Author Share Posted June 1, 2015 It's good to see. Link to comment Share on other sites More sharing options...
Gamecock-YT Posted July 13, 2015 Share Posted July 13, 2015 Lenny's been picking up some stock this month, a total of 35,000 shares for $17k. https://canadianinsider.com/company?menu_tickersearch=E%20%7C%20Enterprise%20Group Link to comment Share on other sites More sharing options...
Gamecock-YT Posted August 13, 2015 Share Posted August 13, 2015 -They expect "better" margins in UICS next quarter due to recent one time costs with TCB and delays/costs with DP. (Note: they predict this every time and usually miss). And again! These analysts are beating up on warren and Dez on the conference call. Link to comment Share on other sites More sharing options...
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