Genesis Worldwide Inc. ("Genesis" or the "Company"), (TSX: GWI), a provider of 'green' structural building technology in the light steel structural products industry, is pleased to announce the completion of the previously announced divestiture of its structural products division, including KML Engineered Homes Ltd., a subsidiary and licensee of the Company, to Guy Street Corporation ("Guy Street"), a Delaware corporation.
Guy Street is owned by James R. Arabia, a U.S. businessman with significant turnaround and restructuring experience spanning approximately 20 years, which was formed for the purpose of acquiring the divested entities and was not engaged in any other business activities prior to the transaction. As part of the transaction, Guy Street acquired all of the outstanding stock of Canadian Steel Frame Solutions Inc. ("CSFS"), a wholly owned subsidiary of the Company that serves only to hold other indirect wholly owned Genesis subsidiaries. CSFS owns 100% of KML Engineered Homes Ltd. ("KML"), the Company's structural products subsidiary, and also owns 100% of Light Steel Joist Solutions Inc. ("LSJS"), a subsidiary that manufactures steel joists only for use by KML in its construction activities. In consideration for the purchase of CSFS (along with its subsidiaries KML and LSJS), Guy Street will (i) issue to Genesis a $750,000 unsecured convertible promissory note, which matures on September 1, 2020, (ii) guaranty the performance of an indemnification provided to Genesis by KML and LSJS for approximately $780,000 of liabilities that reside on the Genesis balance sheet, including the amount of $165,000 owing to Best Joist Inc.; and (iii) grant to Genesis the right to nominate one person for election to Guy Street's board of directors (or for the appointment to fill a vacancy created in the seat of an elected Genesis nominee) for as long as Guy Street is indebted to Genesis or as long as Genesis holds an ownership interest directly or indirectly that represents 5% or more of the outstanding shares of Guy Street. The unsecured convertible promissory note is convertible into common shares of Guy Street, at the option of Genesis, which, following such conversion, would equal one-third of Guy Street's outstanding common stock as of the closing date of the divestiture. The promissory note accrues interest at the rate of 8% per annum, compounded annually, until December 1, 2013, at which time it pays quarterly interest until maturity.
For the six months ended June 30, 2010, the structural products division had $2.9 million in revenue, $212,000 in contribution margin, and a net loss of $2.1 million. As at June 30, 2010, the structural products division had current assets of $2.1 million and current liabilities of $7.3 million.
Commenting on the divestiture, Richard Pope, Chairman and CEO of Genesis, stated, "This divestiture is a very important and positive step in the continued implementation of our new strategic plan. Under the structure of the transaction, the Company relieves itself of the negative impact that KML has on our financial performance and balance sheet, and the divested entities will indemnify Genesis for a significant part of the Company's remaining liabilities. In addition, Genesis retains a contingent ownership interest in the acquirer, Guy Street, in the event that it can achieve a successful restructuring of the divested entities and reach profitability, which we are optimistic it will in view of having the incentive and benefit of being a stand alone entity."