Team

Management

Founders Advantage Capital Corp. Announces Approval of Normal Course Issuer Bid

Calgary, Alberta – June 27, 2018 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) announces that it has obtained approval from the TSX Venture Exchange (the “Exchange”) for a normal course issuer bid through the facilities of the Exchange.  The normal course issued bid will be for a 12 month duration, commencing on June 27, 2018 and ending on June 26, 2019.

Pursuant to the notice of intention filed with the Exchange, the Corporation intends to purchase for cancellation, through the facilities of the Exchange and at the market price of the Corporation’s common shares (“Common Shares”) at the time of purchase, up to 2,250,000 Common Shares, representing approximately 5.9% of the Corporation’s issued and outstanding Common Shares. The member who will conduct the normal course issuer bid on behalf of the Corporation is National Bank Financial Inc. (“NBF”). The actual number of Common Shares that may be purchased and the timing of any such purchases will be determined by the Corporation and will be made in accordance with the requirements of the Exchange.

Management of the Corporation believes that the present trading price of the Common Shares of the Corporation is at a significant discount to a figure which is reflective of the Corporation’s value as a whole. This being the case, management is of the view that it is in the best interests of all shareholders of the Corporation that, from time to time, Common Shares be acquired by the Corporation and returned to treasury, thus increasing the Corporation’s value per Common Share for remaining shareholders.

The Corporation will enter into a pre-defined plan with NBF to allow for the purchase of Common Shares by the Corporation at times when it ordinarily would not be active in the market due to internal trading blackout periods.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Amar Leekha
Senior Vice-President, Capital Markets
403-455-6671
aleekha@advantagecapital.ca
 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

 

Founders Advantage Capital Corp. Comments on Recent Trading; Announces Intention to Implement Normal Course Issuer Bid and Dividend Reinvestment Plan

Calgary, Alberta – June 19, 2018 – (TSX-V: FCF) – In light of the recent share price decline, Founders Advantage Capital Corp. (the “Corporation”) would like to confirm that there have been no material adverse changes at any of its four investee companies nor at its corporate head office.  As the Corporation’s management does not believe the current trading price of the Corporation’s shares properly reflects the inherent value of the Corporation’s investments, the Corporation intends to implement a normal course issuer bid (“NCIB”) to acquire shares for the benefit of all shareholders.  Further, the Corporation also intends on implementing a dividend reinvestment plan (“DRIP”) to make it easier for existing shareholders to reinvest their quarterly dividends in the Corporation’s shares.

As the market is currently valuing the Corporation significantly below the value of the capital deployed, and given the performance of the Corporation’s investments, the Corporation believes that implementing an NCIB is in the best interest of all shareholders.  Stephen Reid, President and CEO commented: “We’ve made four strong investments for aggregate consideration of $145.6 million.  Net of corporate debt, the Corporation has deployed in excess of $94.5 million in equity or approximately $2.48 per share, without any consideration for portfolio growth or our transaction pipeline.  At these prices, acquiring our own shares is an easy investment decision.”

Prior to trading in the Corporation’s shares, investors are encouraged to review the Corporation’s interim and annual financial statements and associated management’s discussion and analysis to understand the Corporation’s financial position.

The NCIB remains subject to approval by the TSX Venture Exchange and the Corporation’s lender.  Further details regarding the NCIB and the DRIP will be made available in subsequent news releases.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Amar Leekha
Senior Vice-President, Capital Markets
403-455-6671
aleekha@advantagecapital.ca
 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Capital Corp. Declares Quarterly Dividend

Calgary, Alberta – June 15, 2018 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) is pleased to announce that its Board of Directors has declared a quarterly cash dividend on its common shares of $0.0125 per common share.  The dividend will be payable on July 12, 2018 to shareholders of record as at the close of trading on June 29, 2018.  The shares will commence trading on an ex-dividend basis on the opening of trading on June 28, 2018.

The Corporation advises that the dividend to be paid on the common shares is designated as a “non-eligible dividend” for Canadian income tax purposes.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Amar Leekha
Senior Vice-President, Capital Markets
403-455-6671
aleekha@advantagecapital.ca
 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Releases Q1 2018 Results

Founders Advantage Releases 2017 Q4 and Annual Results

Founders Advantage Capital Corp. Declares Quarterly Dividend

Calgary, Alberta – March 15, 2017 – Correction – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) today announced that its Board of Directors has declared a quarterly cash dividend on its common shares of $0.0125 per common share.  The dividend will be payable on April 11, 2018 to shareholders of record as at the close of trading on March 30, 2018.

The shares will commence trading on an ex-dividend basis on the opening of trading on March 28, 2018 (not March 29, 2018 as previously announced) as the TSXV is closed for trading on Friday, March 30, 2018.

The Corporation advises that the dividend to be paid on the common shares is designated as an “eligible dividend” for Canadian income tax purposes.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Amar Leekha
Senior Vice-President, Capital Markets
403-455-6671
aleekha@advantagecapital.ca
 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Dominion Lending Centres Group is Canada’s Largest Mortgage Broker by Volume in 2017

Calgary, Alberta – February 23, 2018 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) is pleased to announce that its investee partner Dominion Lending Centres Group (“DLC”) was Canada’s top mortgage brokerage firm in Canada in 2017 based on total mortgage volumes.

Gary Mauris, President of DLC commented: “We are very proud of our entire broker network for their efforts in 2017.  With the changing mortgage marketplace in Canada, we believe more Canadians are recognizing the benefits of using a DLC mortgage broker to buy a home or refinance their existing home.  As getting a mortgage becomes more difficult, more and more Canadians are turning to DLC for support in financing what is likely the largest and most important purchase of their lives.”

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
  Amar Leekha
Senior Vice-President
403-455-6671
aleekha@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Capital Corp. Appoints Independent Director

Calgary, Alberta – January 25, 2018 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) is pleased to announce that Dennis Sykora has been appointed to the Corporation’s Board of Directors.

Mr. Sykora is a lawyer, Chartered Professional Accountant and experienced executive who brings a focus of corporate governance and financial discipline.  Mr. Sykora currently serves as a director of Questerre Energy Corporation, an energy company listed on the TSX and Norway Stock Exchange.  Mr. Sykora served as a senior executive with High Arctic Energy Services (an energy services company listed on the TSX) from April 2007 to July 2014 in various roles including as Chief Executive Officer and Executive Vice President and General Counsel and served on the Board of Directors until November 2016.  Prior to that, he spent 10 years as a senior corporate executive and 15 years as a lawyer and Chartered Accountant with Felesky Flynn LLP and Ernst & Young LLP, specializing in tax planning.  Mr. Sykora is a member of both the Law Society of Alberta and the Chartered Professional Accountants of Alberta.

Stephen Reid, President and Chief Executive Officer of the Corporation commented: “We are delighted that Dennis Sykora has agreed to join our Board of Directors and expect his extensive business, financial and leadership experience will be of significant benefit to both our Board and management team.”

Mr. Sykora is considered “independent” pursuant to applicable securities laws.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
  Amar Leekha
Senior Vice President
403-455-6671
aleekha@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Club16 Trevor Linden Fitness to Open New South Surrey Location

Calgary, Alberta – January 23, 2018 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) is pleased to announce that its investee partner Club16 Limited Partnership (“Club16”) will open a new 22,000 sq. ft. co-ed club in South Surrey, British Columbia on Friday, January 26, 2018.  The new club will replace an existing (smaller) She’s Fit club in South Surrey which was 7,800 sq. ft.  The new club is located at the Grandview Central Shopping Centre at #135 – 16050 24 Avenue, South Surrey and will accommodate up to 8,000 members.

In addition to the new club opening, Club16 is pleased to announce that it will be expanding its personal training across additional locations in 2018.  Club16 offered personal training at three locations in 2017 and, based on the strong demand, management believes it will be well received at other clubs.

Chuck Lawson, President of Club16 commented: “We are pleased to report the opening of the new South Surrey location.  Pre-registration demand has exceeded our expectations, and we expect this location to ramp up quickly as it is an excellent facility.”

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
  Amar Leekha
Senior Vice-President
403-455-6671
aleekha@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Capital Corp. Announces Chief Financial Officer; Appoints New Director

Calgary, Alberta – December 22, 2017 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation”) is pleased to announce that Melanie Litoski will join the Corporation’s executive team as Chief Financial Officer effective March 1, 2018.  Ms. Litoski will replace Ron Gratton, a current board member who has served as Interim CFO since July, 2017.  In addition, the Corporation is also pleased to announce that Chris Kayat has been appointed to the Corporation’s Board of Directors.

Stephen Reid, President and Chief Executive Officer of the Corporation commented: “We are pleased we committed the time and effort to an extensive CFO search as it has resulted in the Corporation adding a very talented individual.  Melanie brings a wealth of management experience and financial knowledge and we are delighted that she has agreed to join our team in March.  We are also greatly appreciative of Ron Gratton’s contributions to the Corporation over the last six months in leading the executive search and serving as Interim CFO.”

As for the addition of Mr. Kayat to the Board of Directors, Mr. Reid noted: “We are truly fortunate to have a Board of Directors comprised of intelligent and experienced individuals.  Chris is a serial entrepreneur with a strong network of business owners across the country, a co-founder of DLC, a significant shareholder of the Corporation and is sure to be a leader on our Board.  We appreciate Chris committing to serve on our Board and look forward to his many contributions.”

Please see below for biographies on Melanie Litoski and Chris Kayat.

Melanie Litoski – Ms. Litoski is a Chartered Professional Accountant with over 15 years’ experience in a variety of industries including transportation, utilities, financial services and retail. Ms. Litoski’s prior roles have included Vice President, Controller for Dollar Financial Group (2014 – present) which operates a network of more than 800 alternative financial services locations across North America; Vice President, Finance and Controller for ENMAX Corporation (2008 – 2014), a Calgary-based utility company; Chief Financial Officer of First Canada, a Canadian transportation company (2005 – 2008); Controller of RST Industries (2001-2005), a division of JD Irving.

Ms. Litoski holds a Bachelor of Commerce Degree from the University of Alberta and became a qualified Chartered Accountant in 1997.  She served as Audit Manager with KPMG LLP before transitioning into private industry in 2001.  In addition to holding executive roles, Ms. Litoski has several years’ experience teaching accounting, tax and management courses at the University of New Brunswick and the Chartered Professional Accountants of Alberta. She has also had reoccurring speaking engagements with the Strategy Institute and Federated Press on accounting and leadership topics.

Ms. Litoski is also an active volunteer holding positions with Financial Executives International, Canadian Women’s Foundation, Airdrie Minor Hockey Association, Wear-2-Start Victoria, Victoria Sexual Assault Centre and Airdrie POWER and has mentored young women through the Institute of Chartered Accountants of Alberta’s Mentorship Program and the University of Calgary School Business Mentorship Program.

Chris Kayat – Mr. Kayat is the co-founder and Executive VP of Dominion Lending Centres (DLC).  Prior to co-founding DLC, he was the largest Royal LePage owner in Western Canada by market share and overall agent count before selling such franchises to Royal LePage Corporate in 2014 to focus on growing DLC.  Before acquiring his real estate companies in 1997, Mr. Kayat was one of the most productive realtors in British Columbia.  While owning his real estate business, he owned and operated a productive mortgage brokerage which became DLC’s first franchise.  In addition to an impressive professional career, Mr. Kayat has undertaken many community and social initiatives, such as co-founding “Bikes for Kids” and serving as the President of the North Coquitlam United Soccer Club.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
  Amar Leekha
SVP, Capital Markets
403-455-6671
aleekha@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Releases Q3 2017 Results; Revenue and Earnings Increase for the Fourth Consecutive Quarter; Provides 2018 Outlook

Calgary, Alberta – November 27, 2017 – Founders Advantage Capital Corp. (TSXV: FCF) (the “Corporation”) is pleased to report its financial results for the three months and nine months ended September 30, 2017 (“Q3 2017”). Readers should refer to the interim condensed consolidated financial statements and management discussion and analysis (“MD&A”) for complete information, which are available on SEDAR at www.sedar.com and on the Corporation’s website at www.advantagecapital.ca.

All amounts are presented in Canadian dollars unless otherwise stated.  Dominion Lending Centres Limited Partnership is referred to herein as “DLC”, Club16 Limited Partnership is referred to herein as “Club16”, Cape Communications International Inc. (operating as Impact Radio Accessories) is referred to herein as “Impact” and Astley Gilbert Limited is referred to herein as “Astley Gilbert”. Included within the DLC segment is the operations of Newton Connectivity Systems Inc., herein referred to as “NCS”.

Selected Consolidated Financial Highlights

For the three months ended For the nine months ended
(000’s except per share amounts) September 30,
2017
June 30,
2017
September 30,
2016
September 30,
2017
September 30,  2016
Revenues $  21,759 $  19,500 $ 10,643 $  54,953 $ 13,661
Income (loss) from operations  4,537  2,640 699  5,387 (4,076)
Adjusted EBITDA (1)  7,875  5,274  4,907  14,490 2,675
Net income (loss) for the period 3,611  3,091 (1,171) 5,042 (4,247)
Net income (loss) attributable to:
Shareholders $  1,140 $  975 $ (2,842) $ 485 $ (6,268)
Non-controlling interests $  2,471 $  2,116 $ 1,671 $  4,557 $ 2,021
Adjusted EBITDA attributable to:
Shareholders $  4,335 $  2,599 $ 2,120 $  7,224 $  (713)
Non-controlling interests $  3,540 $  2,675 $ 2,787 $  7,266 $  3,388
Income (loss) per share:
Basic $  0.03 $  0.03 $ (0.08) $  0.01 $ (0.27)
Diluted $  0.03 $  0.03 $ (0.08) $  0.01 $ (0.27)
  • One of the measures we use to assess our overall performance is adjusted EBITDA, which is a supplemental measure of our income from operations in which depreciation and amortization, finance expense and other unusual or one-time items are added back to income from operations to arrive at adjusted EBITDA. Please see the “Non-IFRS Measures” section of this document for additional information.

Review of Q3 2017 Consolidated Financial Results

Q3 2017 Overview

The Corporation’s financial performance improved significantly over the prior quarter, primarily driven by DLC.  In particular, we note the following from our three month financial results ended September 30, 2017 (with the comparative period being the three month period ended June 30, 2017 as the three month period ended September 30, 2016 does not provide a meaningful comparison):

  • Consolidated revenues for the current quarter increased by $2.3 million over the three months ended June 30, 2017 to $21.8 million, which can be attributed primarily to the DLC operations.

 

  • Consolidated adjusted EBITDA has increased during the current period to $7.9 million from $5.3 million in the three months ended June 30, 2017.

 

  • Consolidated Income from operations for the three months ended September 30, 2017 increased to $4.5 million from $2.6 million during the three months ended June 30, 2017.

 

  • DLC’s revenues for the three months ended September 30, 2017 have increased by $4.1 million to $12.9 million over the three months ended June 30, 2017. This increase in revenues can be attributed to $1.5 million in seasonal increases in DLC’s volume of funded mortgages and $2.7 million in increased revenues from NCS.

 

  • DLC’s adjusted EBITDA has increased by $5.0 million over the three months ended June 30, 2017 to $7.6 million. The increase in adjusted EBITDA is primarily due to a $4.1 million increase in DLC’s revenues, as well as a decline in DLC’s operating expenses of $0.9 million.

Newton Connectivity Systems Inc. 

As previously reported, DLC acquired NCS in December 2016 and incurred costs and expenses in the first half of 2017 to restructure and integrate NCS.  We are pleased to report that NCS has already become a meaningful contributor for DLC and generated increased connectivity and other revenues for the quarter.  The increased NCS revenues resulted in DLC recognizing an additional $2.7 million in revenue during the three months ended September 30, 2017 when compared to the previous quarter.

Prior to the acquisition of NCS, DLC was not involved in the lender connectivity sector. NCS now provides DLC with the opportunity to vertically integrate lender connectivity with its network of mortgage brokers.  In addition to connectivity revenue, NCS also generates revenue from insurance referrals, NCS’s underwriting platform (Isaac), integrated payroll software (EZ Pay) and various other revenue streams.  NCS continues to create and build lender, broker and supplier workflows that complements management’s long-term strategy of connectivity and underwriting consumer, broker and business-to-business applications.

Outlook for Fiscal 2018

As previously announced, the Corporation has acquired a 60% interest in DLC, a 60% interest in Club16, a 52% interest in Impact and a 50% interest in Astley Gilbert.  For fiscal 2018, the Corporation expects its proportionate interest of annual adjusted EBITDA from its four investees to be between $21.5 million – $22.5 million.  The above guidance is prior to the Corporation’s corporate expenses (including G&A).  Further, the above guidance does not reflect any additional acquisitions that the Corporation intends on completing in 2018. For a discussion and update on the Corporation’s 2017 guidance, please see “Outlook and Strategic Objectives” section of the MD&A for Q3 2017.

All outlook amounts set out above are considered forward-looking financial information and are subject to the cautionary statement included in this press release.

As at the date hereof, the Corporation has an aggregate of 38.1 million class A common shares issued and outstanding.

Overview of Financial Results for Investees

Please see the Corporation’s MD&A for Q3 2017 for a comprehensive discussion relating to the financial results for DLC, Club 16 and Impact for the three and nine months ended September 30, 2017.  The Q3 2017 financial results do not include any amounts from Astley Gilbert as such transaction was completed on October 31, 2017, being subsequent to the end of the financial quarter.

Non-IFRS measures

Adjusted EBITDA for both our corporate head office and investees is defined as earnings before interest, taxes, and non-cash items such as depreciation and amortization, share-based payments, losses recognized on the sale of investments, and any unusual non-operating one-time items such as corporate start-up costs, reorganization costs and other revenues. Adjusted EBITDA is also adjusted for expenses relating to prior mineral property impairment reversal and arbitration. Readers are cautioned that adjusted EBITDA should not be construed as a substitute or an alternative to applicable generally accepted accounting principle measures as determined in accordance with IFRS.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a permanent investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive middle-market privately held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers contractual incentives for growth in favour of our investees. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue managing the business while partnering with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information, please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-455-7350
sreid@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Statement Regarding Forward-Looking Financial Information

Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “estimate”, “will”, “expect”, “plan”, “intend”, or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to:

  • the Corporation’s anticipated proportionate EBITDA of its investees for fiscal 2018;
  • the completion of additional acquisitions;
  • the ability of our investee entities to distribute cash to the corporate head office;
  • the revenue from investees in future quarters being greater than the revenue from investees for the current period;
  • our business plan and investment strategy; and
  • general business strategies and objectives.

 

Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document:

  • taxes and capital, operating, general & administrative and other costs;
  • interest rates;
  • general business, economic and market conditions;
  • the ability of Founders Advantage to obtain the required capital to finance our investment strategy and meet our commitments and financial obligations;
  • the ability to source additional investee entities and to negotiate acceptable acquisition terms;
  • the ability of Founders Advantage to obtain services and personnel in a timely manner and at an acceptable cost to carry out our activities;
  • that DLC will maintain its existing number of franchisees and will add additional franchisees;
  • the continuation of existing Canadian mortgage lending and mortgage brokerage laws;
  • the absence of material decreases in the aggregate Canadian mortgage lending business; and
  • the timely receipt of required regulatory approvals.

 

Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as the Corporation can give no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking information. The material risks and uncertainties include, but are not limited to:

  • the expected benefits of the DLC, Club16, Impact and Astley Gilbert transactions not being realized;
  • the ability to generate sufficient cash flow from investees and obtain financing to fund planned investment activities and meet current and future commitments and obligations;
  • general business, economic and market conditions;
  • changes in interest rates;
  • the uncertainty of estimates and projections relating to future revenue, taxes and costs and expenses;
  • changes in, or in the interpretation of, laws, regulations or policies;
  • the ability to obtain required regulatory approvals in a timely manner;
  • the outcome of existing and potential lawsuits, regulatory actions, audits and assessments; and
  • other risks and uncertainties described elsewhere in this document and in our other filings with Canadian securities authorities.

 

The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled “Risk Factors” in the Corporation’s current annual information form. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities law, the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

Founders Advantage Capital Corp. Completes Acquisition of a 50% Interest in Astley Gilbert Limited

Calgary, Alberta – October 31, 2017 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation” or “FA Capital”) is pleased to announce that it has completed its previously announced acquisition of a 50% interest (the “Transaction”) in Astley Gilbert Limited (“Astley Gilbert” or “AG”) for $24.7 million (the “Purchase Price”), subject to customary post-closing adjustments.  The Purchase Price was funded through a combination of cash and vendor take back financing.

Astley Gilbert, founded in 1970, has 13 locations across Ontario offering non-traditional digital printing and imaging solutions to over 6,000 active customers in a wide range of industries. In recent years, AG has enjoyed significant organic as well as acquisition growth and has become a consolidator in the industry with the largest market share for architectural, engineering and construction (“AEC”) reproductive printing in Ontario.  AG prides itself by offering its customers same day AEC imaging in addition to online project management tools and onsite managed print services.  Astley Gilbert’s clients include some of the largest AEC firms in Ontario and Astley Gilbert’s solutions are used in key infrastructure projects across Ontario.  From airports to transit lines to commercial buildings, Astley Gilbert is the leading provider of drawings to all industry participants.

In addition to its AEC solutions, Astley Gilbert provides digital print services, high-end brochures, variable data printing, large format graphic displays, online data storage and management solutions, warehousing and logistics and vehicle wraps.  Astley Gilbert’s customers include some of the largest retailers and product manufacturers in the country, which entities require various imaging services including in-store displays, signage and marketing materials. Since inception, Astley Gilbert’s business model embraces technology and industry changes to drive growth, profitability and productivity. More information about Astley Gilbert can be found at www.astleygilbert.com.

On closing of the Transaction, the board of directors of Astley Gilbert was comprised of Wayne Wilbur, Ari Yakobson, Stephen Reid, James Bell and Amar Leekha.

For further information on the Transaction, please refer to the Corporation’s press release dated October 16, 2017.

About Astley Gilbert Limited

Founded in early 1970, Astley Gilbert has grown from a small company serving the on-demand document needs of the construction industry to a full-service print and imaging solutions provider to companies across a wide range of industries. The company expanded by adding more branches, more equipment and more expertise, all of which are supported by strong operational capabilities and a company-wide culture that focuses on customer satisfaction and doing whatever it takes to meet their needs.

For the last three decades, Wayne Wilbur, President & CEO, has helped to shape Astley Gilbert into what it is today.  Astley Gilbert has the highest market share in Canada for AEC reprographic (blueprint) services, as well as a strong and growing position for digital and offset print solutions offering high-end brochures, variable data printing and large format graphic displays, including outdoor signage.

Astley Gilbert’s product and service diversity is expected to continue to expand in both value-add print solutions as well as non-print services. With multiple production facilities, over 70 radio-dispatched customer service vehicles across Ontario and global delivery capabilities, Astley Gilbert has become a leader in delivering on-demand solutions, on paper and online.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of its partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Founders Advantage Capital Corp. Announces Fourth Acquisition – Signs Letter of Intent to Acquire a 50% Interest in Astley Gilbert Limited

Calgary, Alberta – October 16, 2017 – Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation” or “FA Capital”) is pleased to announce that it has entered into a letter of intent to acquire a 50% interest (the “Transaction”) in Astley Gilbert Limited (“Astley Gilbert” or “AG”) for $24.7 million (the “Purchase Price”), subject to customary post-closing adjustments.  The Purchase Price will be funded through a combination of cash and vendor take back financing.  After completion of the Transaction, the current owners of Astley Gilbert, being Wayne Wilbur, Ari Yakobson and Rino Dambrosio (the “AG Team”), will collectively retain a 50% interest in Astley Gilbert and will continue to manage the day-to-day operations.  Completion of the Transaction is subject to a number of conditions and is expected to close on or about October 31, 2017.

Astley Gilbert, founded in 1970, has 13 locations across Ontario offering non-traditional digital printing and imaging solutions to over 6,000 active customers in a wide range of industries.  Astley Gilbert has the largest market share for architectural, engineering and construction (“AEC”) reproductive printing in Ontario, offering its customers same day AEC imaging in addition to online project management tools and onsite managed print services.  Astley Gilbert’s clients include some of the largest AEC firms in Ontario and Astley Gilbert’s solutions are used in key infrastructure projects across Ontario.  From airports to transit lines to commercial buildings, Astley Gilbert is the leading provider of drawings to all industry participants.

In addition to its AEC solutions, Astley Gilbert provides digital print services, high-end brochures, variable data printing, large format graphic displays, online data storage and management solutions, warehousing and logistics and vehicle wraps.  Astley Gilbert’s customers include some of the largest retailers and product manufacturers in the country, which entities require various imaging services including in-store displays, signage and marketing materials.  While technology in general has adversely impacted the traditional print business, technology has positively impacted imaging hardware and reduced the cost to create products in addition to improving the ways in which entities market their products.  Astley Gilbert embraces technology and industry changes to drive growth, profitability and productivity.  In recent years, AG has enjoyed significant growth and has become a consolidator in the industry. More information about Astley Gilbert can be found at www.astleygilbert.com.

Stephen Reid, Chief Executive Officer of the Corporation commented: “We are proud to announce our proposed partnership with Astley Gilbert as our fourth investment.  Astley Gilbert is an industry leader in non-traditional digital imaging.  We pursued Astley Gilbert for a long time as Wayne, his team and his company are a perfect fit for FA Capital.  We love that the AG Team wanted to retain a 50% interest in the company that they are so passionate about, and that they chose us as their partner.  We believe that Astley Gilbert is an extremely well-managed company and a great acquisition platform.  FA Capital will lend all necessary resources to continue, and accelerate, AG’s growth. Lastly, this new investment will provide our portfolio with further geographic and sectoral diversification.”

Wayne Wilbur, President and CEO of Astley Gilbert, commented: “Astley Gilbert isn’t just a company to us, it’s our life’s work.  We’ve been able to adapt, evolve and lead over the last 47 years as industry and technology has changed and today Astley Gilbert boasts some of the best imaging technology in the business.  We embrace technology changes and advancements as technology continues to allow us to improve our service offerings to our customers and makes us more integral to their business.  While Astley Gilbert was not “for sale”, we found the FA Capital model compelling for the next chapter of our growth and believe that Stephen and his team are truly unique partners.  We anticipate this partnership will accelerate our growth by providing access to capital and consolidation expertise.”

The Transaction has been structured to provide the Corporation with 50% of after-tax annual cash distributions up to $6.7 million (the “Annual Threshold”) paid by Astley Gilbert to its securityholders, with the AG Team receiving the other 50% of annual distributions up to such Annual Threshold.  The Annual Threshold was set based on AG’s approximate TTM EBITDA less an amount for corporate taxes.  In the event AG is reorganized into a limited partnership, the Transaction contemplates that the Annual Threshold will increase to $9.0 million.  All cash distributions by Astley Gilbert to its securityholders will be subject to Board approval and may be adjusted from time to time to pursue expansion or capital initiatives or other corporate purposes.  To the extent that any cash distributions paid in a year are in excess of the Annual Threshold, the AG Team will receive 60% of such excess distributions, with the Corporation receiving 40% of such excess distributions.  In addition, with respect to any liquidity event, the net proceeds of disposition will be allocated amongst the Corporation and the AG Team based upon their security holdings and adjusted for certain growth in cash distributions received as at the date of the liquidity event.

Following closing of the Transaction, the board of directors of Astley Gilbert will consist of Wayne Wilbur, Ari Yakobson and three nominees of the Corporation.  The Transaction will not be a “significant acquisition” for the Corporation as defined by applicable securities laws.

The Corporation intends to fund the Transaction with available cash on hand from its credit facility.

About Astley Gilbert Limited

Founded in early 1970, Astley Gilbert has grown from a small company serving the on-demand document needs of the construction industry to a full-service print and imaging solutions provider to companies across a wide range of industries. The company expanded by adding more branches, more equipment and more expertise, all of which are supported by strong operational capabilities and a company-wide culture that focuses on customer satisfaction and doing whatever it takes to meet their needs.

For the last three decades, Wayne Wilbur, President & CEO, has helped to shape Astley Gilbert into what it is today.  Astley Gilbert has the highest market share in Canada for AEC reprographic (blueprint) services, as well as a strong and growing position for digital and offset print solutions offering high-end brochures, variable data printing and large format graphic displays, including outdoor signage.

Astley Gilbert’s product and service diversity is expected to continue to expand in both value-add print solutions as well as non-print services. With multiple production facilities, over 70 radio-dispatched customer service vehicles across Ontario and global delivery capabilities, Astley Gilbert has become a leader in delivering on-demand solutions, on paper and online.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of its partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

Contact information for the Corporation is as follows:

Stephen Reid
Chief Executive Officer
403-540-5411
sreid@advantagecapital.ca
James Bell
Chief Operating Officer
403-455-2218
jbell@advantagecapital.ca

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this news release constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “estimate”, “will”, “expect”, “plan”, “schedule”, “intend”, “propose”, or similar words suggesting future outcomes or an outlook. Forward-looking information in this news release includes, but is not limited to:

  • completion of the Transaction on the terms set out herein;
  • timing of closing of the Transaction;
  • the Corporation funding the Transaction with cash on hand from its credit facility;
  • the expectation that Astley Gilbert’s growth will accelerate a result of the Transaction; and
  • the return on investment for the Corporation.

Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this news release:

  • that the future performance of Astley Gilbert will be consistent with past performance;
  • that all closing conditions will be satisfied or waived;
  • that the Corporation’s lender will approve the Transaction; and
  • that the parties will be able to successfully negotiate the definite agreements.

Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as the Corporation can give no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates and projections that involve a number of known and unknown risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking information. The material risks and uncertainties include, but are not limited to:

  • the failure to obtain necessary approvals and consents to complete the Transaction;
  • the satisfaction or waiver of all closing conditions;
  • the Transaction will not yield the anticipated benefits to the Corporation; and
  • the risks and uncertainties applicable to the operation of Astley Gilbert’s business generally.

The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled “Risk Factors” in the Corporation’s current annual information form. The forward-looking information contained in this news release is made as of the date hereof and, except as required by applicable securities law, the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

Founders Advantage Capital Corp. Declares Quarterly Dividend, Provides Update on Executive Team

Founders Advantage Releases Q2 2017 Results; Revenues And Income Increase As All Three Investees Contributing

Founders Advantage Capital Corp. (TSXV: FCF) (the “Corporation”) is pleased to report its financial results for the three months and six months ended June 30, 2017 (“Q2 2017”).

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