Who we are - Founders Advantage Capital · Founder & current Chairman of Globalive Group Founder,...
Transcript of Who we are - Founders Advantage Capital · Founder & current Chairman of Globalive Group Founder,...
Who we are...Founders Advantage Capital Corp. (“FAC”) is an investment company whose purpose is to grow shareholder value by acquiring controlling interests in, and partnering with, successful / premium owner-operated companies with defensive attributes and strong free cash flow generation. We are patient capital with no defined investment horizon.
Why invest in us…We have partnered with three exceptional business owners operating in the middle-market across Canada. The owner-operators we target are interested in a partial liquidity event, while maintaining cultural and operational control of the business they built. Our capital is permanent in nature, with no predefined investment horizon, which appeals to business owners who are excited about their future growth prospects. The FAC advantage offers business owners compelling incentives based on achieving free cash flow growth hurdles, which creates strong alignment between all stakeholders.
FOUNDERS ADVANTAGE CAPITAL CORP.
2
Raveel Afzaal
Noel Atkinson
Gary Ho
FA CAPITAL SNAPSHOT
3
Ticker Symbol: TSX-V FCF
Share Price (Dec 10, 2019) $1.20
Shares Outstanding (Basic) 38.2mm
Market Capitalization $50.8mm
Net Debt (Cash)(1) $43.0mm
Enterprise Value $108.4mm
2018A Proportionate Share of Investee Adjusted EBITDA(2) $17.5mm
Insider Ownership ~35%
Institutional Shareholders ~8%
Closed term credit facility with Sagard Holdings, a member of the Power Corporation Group of
Companies, in June 2017
Analyst Coverage
Capital PartnerPortfolio Companies
US$33mm (C$43.6 million) Current DrawdownCommitted 5-year Senior Facility
June 2022 Maturity
Summary Capitalization
(1) Based on corporate net debt (gross of debt issuance costs) as at September 30, 2019; does not include investee balances. US$33mm outstanding debt at $1.3243 CAD/USD
(2) Proportionate Share of Investee Adjusted EBITDA (PSI Adjusted EBITDA) is a non-IFRS performance measure that does not have a standardized meaning. Please see the “Non-IFRS Measures” section of this document for additional information. Excludes discontinued operations.
4
A GROWING, WELL-DIVERSIFIED PORTFOLIO
Acquisition of 60% Interest of
June 3, 2016
Canada’s largest mortgage
brokerage with ~40% market share,
originating ~$36 billion in funded
volumes per year
Acquisition of 60% Interest of
December 20, 2016
Acquisition of 52% Interest of
March 1, 2017
Leader in Western Canada’s fitness industry with 14
facilities, 25+ year track record and
~92,000 members
One of North America’s largest
designers and suppliers of two-way
radio accessories
Premium owner-operated companies with ~50 years of combined operating history
Selling shareholders retain meaningful stake (~43% retained
interest on average)
~$30.0mm consolidated 2018 annual Investee Adjusted
EBITDA(1) with strong free cash flow generation
(1) Adjusted EBITDA is a non-IFRS performance measure that does not have a standardized meaning. Please see the “Non-IFRS Measures” section of this document for additional information. Excludes discontinued operations.
� Add on vertical acquisitions at DLC
� Explore new Club16 locations
� Develop new products at Impact
5
Executing on Strategic Priorities
1 2 3Strengthen Foundation
Grow the Base Businesses
Explore Investee
Opportunities� Significant effort to reduce
corporate overhead costs from >$4mm to ~$2.0mm; meaningful increase to free cash flow
� Focus capital and human resources on existing base businesses to create a stronger platform for stable free cash flow growth
� Pay down debt from excess cash flow
� Margin improvement programs at each investee
� DLC to continue adding mortgage brokers
� Club16 continues to focus on converting smaller She’sFit! locations into larger Club16’s
� Impact focused on new product development with potential large end-users
Focus on growing long-term shareholder value
6
EXPERIENCED LEADERSHIP TEAM
James BellPresident & CEO
Robin BurpeeChief Financial Officer
Peter McRae� President & CEO of Freedom International Brokerage Company (1994–2015)� Member of the Audit Committee, Corporate Governance Committee and Compensation Committee
Board of DirectorsManagement Team
Amar S. LeekhaSenior Vice President
J.R. Kingsley Ward� Managing Partner & Chairman of VRG Capital Corp.� Chair of FA Capital’s Corporate Governance Committee and member of the Compensation Committee
Dennis Sykora� Independent Director with >25 years of experience as a senior corporate executive, lawyer and CA� Chair of FA Capital’s Audit Committee
Anthony Lacavera� Founder & current Chairman of Globalive Group� Founder, Chairman & CEO of Wind Mobile from 2008–2015
Gary Mauris� Co-Founder & CEO of Dominion Lending Centres� Serial entrepreneur having sold two prior companies to the public market
James Bell� Securities and corporate lawyer with ~20 years of experience� Prior to joining FAC, 10 years in private practice and 6 years as General Counsel for a public trust
company
Ron Gratton, Chairman of the Board� Manages McCaig Family Office� Chair of FA Capital’s Corporate Compensation Committee, and member of the Audit and Governance
Committees
Chris Kayat� Co-Founder & Executive VP of Dominion Lending Centres
Management team and board has significant experience across several industries
Segment Investees Year Purchased
Ownership Interest
TTM Adjusted EBITDA(1)
($mm)
IFRS16 Lease
Payments ($mm)
Implied Sector
Multiple(2)
Implied Enterprise
Value ($mm)(3)
Net Investee Debt
(Sep 30, 2019)($mm)
Estimated Equity Value
($mm)(3)
Implied FAC Equity value
($mm)(3)
Franchise 2016 60% $19.1 $0.1 ~10.0x $190.4 $9.7 $180.7 $108.4
Consumer Products & Services
2016 60% $10.0 $3.2 ~6.75x $46.0 $5.9 $40.1 $24.1
Business Products & Services
2017 52% $5.7 $0.1 ~6.25x $35.3 ($1.0) $36.3 $18.9
TOTAL: $34.8 $2.2 $271.7 $14.6 $257.1 $151.4
$43.0$108.4$2.84
Management Estimated FAC Equity Value
COMPELLING LONG-TERM VALUE PROPOSITION
7
(1) Please see the “Non-IFRS Measures” section of this document for additional information. As at September 30, 2019.(2) DLC implied sector multiple based on Q4 2018 third party offer (previously disclosed). Remaining implied sector multiples based on multiple paid by FAC. Please see Disclaimer section of this document.(3) Implied Enterprise Value derived from TTM Adjusted EBITDA less IFRS16 lease payments as at September 30, 2019; Estimated Equity value derived from Implied Enterprise Value less Net Debt; Implied
FAC Equity value derived from Estimated Equity value and FAC ownership interest. (4) Excludes future debt repayments. As at Sept 30, 2019.
Total Corporate Net Debt(4)
Management Estimated FAC Equity Value/ Share
• FAC has built a diversified portfolio of defensive mid market Canadian companies, which have all experienced EBITDA growth since FAC’s initial majority investment
• Notwithstanding this growth, there has been a continued divergence between the public equity value and management estimated equity value of the investee companies
• Managements near-term focus is to continue executing on organic growth opportunities from our investee companies; figures below excludes growth from 2019, onwards
8
SUMMARY POINTS
• Premium mid-market companies with operations across Canada and the US
• History of stability across market cycles and free cash flow growth
• De-risked portfolio via diversification
Defensive and Diversified Businesses
9
• Unique access to investments in premium owner-operated companies
• Model highly incents business owners to continue growing their business
• Ensures alignment across stakeholder groups
Access to High
Quality Cash Flow Streams
9
• Unique structure provides a competitive advantage to partner with premium companies and highly engaged management teams
• Portfolio approach produces a diverse stream of cash flows
Creating Shareholder
Value
9
Unique access to premium private companies with strong growth and cash flow
PORTFOLIO COMPANY PROFILES
Consecutive winner of the ‘National Broker Network of the Year’ award
in 2017 and 2018
� Dominion Lending Centres (“DLC”) is Canada’s largest mortgage brokerage with ~$36 billion in funded mortgages
• #1 market share with additional consolidation opportunities
� DLC generates the majority of revenue from:
• Royalty fees on mortgage revenue
• Connectivity fees from lenders and suppliers
• Fin-tech subsidiary, Newton Connectivity Systems
• Four primary brands:
� Relationship with >300 lending institutions; >5,400 mortgage professionals across Canada
� Top lenders include:
DOMINION LENDING CENTRES BUSINESS OVERVIEW
10
Business Snapshot
Centre Locations
Legend
BC
YT NT
ABSK
MB
ONQC
NL
NB
NS
National Presence
Regional Market Share(1)
(1) As measured by D+H Expert system and excludes lenders who do not use D+H Expert. Based on January 1, 2018 to December 31, 2018.
NEWTON CONNECTIVITYSYSTEMS PLATFORM
11
Mortgage Brokers
Alternative Lenders
Isaac Customers
� Newton is one of two approved connectivity platforms between Canadian lenders and mortgage brokers
Newton Ecosystem
The only all-in-one operating platform in Canada which connects mortgage brokers to lenders
Encrypted data exchange network that connects brokers to lenders and third parties
Proprietary underwriting software
Automatically manages all of the revenue and distributions to brokers
(Such as Mortgage Investment Corp’s)
Other Brokerages
Select Users:
Select Customers:
Third Party Data Validation:
Enterprise Lenders
Select Customers:
Newton is a financial technology company which generates a diversified stream of revenues (end-to-end) from the Canadian mortgage industry
$9.5
$16.4
$16.3
$19.8
$26.9
$33.8
$38.8 $40.1
35%49%
45% 49%
0%
10%
20%
30%
40%
50%
60%
70%
80%
2010 2011 2012 2013 2014 2015 2016 2017(3) 2018$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
$35.0
$40.0
$45.0
� DLC acquired a 70% interest in Newton Connectivity Systems (“Newton”, previously Marlborough Stirling Canada) in December 2016; Newton is one of two approved software platforms connecting Canadian lenders and mortgage brokers• DLC’s unique strategic position enables them to increase Newton’s market share by cross selling Newton’s platform to DLC
brokers
DOMINION LENDING CENTRES TRANSACTION OVERVIEW
12
(1) Purchase price was satisfied with a cash payment of ~$59.8mm and the issuance of 4,761,905 common shares at an ascribed price of $2.625/share; share price at close (June 3, 2016) was $5.60/share, resulting in $26.7mm in share consideration at the time of closing. (2) Normalized Adjusted EBITDA & Adjusted EBITDA margin figures; 2017A Adjusted EBITDA margin based on $17.5mm EBITDA.
Transaction Structure
Why is DLC a Fit for FA Capital?� Consistent growth over its life with a 3 year Revenue
and EBITDA CAGR of 14% and 28%, respectively
� Highly diversified revenue stream with >300 brokers and 350 offices across the country
� High free cash flow conversion with minimal capex
� Industry leading brand with #1 market share
� DLC’s investment in Newton, one of two broker/lender connectivity platforms in Canada, make DLC a technology leader in the mortgage broker industry
Revenues, Adjusted EBITDA & EBITDA Margins(2)(3)
In C$ millions
Ownership Interest Capital Invested Distribution
Threshold Distributions to FAC
Above ThresholdForm of
Consideration Closing Date
60% $72.3mm(1) $14.6mm 30% Cash and Shares June, 2016
Follow-on Investment
DLC is a stable, cash flow generating market leader in an expanding industry and has the installed base and platform to grow
$17.5
(3) DLC reported a 2017A Adjusted EBITDA of $16.3 mm including $1.2mm in non-reoccurring NCS restructuring charges. Please see the “Non-IFRS Measures” section of this document for additional information.
13
CLUB16 BUSINESS OVERVIEWBusiness Snapshot� Club16 owns and operates two fitness brands with 14
locations in the Metro Vancouver area• Club16 Trevor Linden Fitness Clubs – 11 locations(1)
• She’s FIT! Health Clubs – 3 locations(1)
� Established brand with ~92,000 memberships� Differentiated offering by focusing on top of the line
equipment and low-cost month-to-month membership fees without contracts
� Track record of 1-2 clubs opening annually, with each new club profitable within 12 months
Club Locations(1)
� Club16 opens location in Central City and Surrey
2007/08
� Women’s Only Fitness opens first location in Surrey (25+ year track record)
� She’s FIT! opens in Metrotown
2011
� First Club16 opens in Coquitlam, followed by second location in South Burnaby
2012
� Club16 opens in Downtown Vancouver
2013 2014
� Club16 opens in Maple Ridge
2015 2016
� Club16 opens in Abbotsford� Club16 opens in North
Vancouver� Central City Club16 completes
expansion
� Club16 opens in Newton
2010
Timeline
1991
� Women’s Only Fitness converts to She’s FIT!; new locations in Langley, White Rock and Delta
Co-Location of Club16 and She’s FIT!
She’s FIT! Location
2017
� Club16 expanded its Coquitlam location and converted its She’s Fit White Rock location into Club16
� Chuck Lawson (President & CEO) is the recipient of the 2018 Fitness Industry Council of Canada award
2018
� She’s FIT! White Rock converted to Club16
2019
� Club16 opens in Tsawwassen
� Club16 will convert its She’s Fit Langley location into Club16
(1) In 2019, Club16 will convert its She’s Fit Langley location into a Club16; reflects new Club16 location.
14
STRATEGIC CAPITAL INVESTMENTSClub Expansions
New Club Locations
� Capital projects expected to drive additional growth in member count and EBITDA
� Initiatives focused on:
• Converting She’sFit! Locations to Club16’s
• Opening new locations in underserved markets
• Launching personal training across all clubs
� Proven model that management has executed over the last 25+ years
� Since December 20, 2016 Club16 has:
• Invested >$4mm on expansion projects
• Invested >$2mm on new clubs
• Member growth >28,000
� Tsawwassen and Langley clubs are built in suburban areas situated near major shopping centers with significant foot traffic
Tsawwassen
Coming soon
C16 Langley
South SurreyCoquitlam
15
CLUB16 TRANSACTION OVERVIEW
Transaction Structure
Why is Club16 a Fit for FA Capital?� Significant membership growth with ~64,000
as at March 2015 to currently ~92,000 (~9.0% CAGR)
� Strong and stable free cash flow generation
� Established brand with >10 year track record
� Proven operators with >25 years experience
� Diverse base of cash flows from 14 locations in Vancouver and the Lower Mainland; significant room to continue to grow
Typical Club Structure
Ownership Interest Capital Invested Distribution
Threshold Distributions to FAC
Above ThresholdForm of
Consideration Closing Date
60% $22.0mm $5.85mm 30% Cash December, 2016
Club16 is an established and stable business that provides strong free cash flow generation with a quick payback on additional expansions and build-outs
Number of Clubs(1) 11 (co-located with She’s FIT!) 3 (standalone)
Average Club Size 22,000 sq. ft. 10,000 sq. ft.
Average Members / Club 7,800 3,500
Membership Cost $8 - $13 bi-weekly
Other Services Personal Training, Group Training, Meal Planning, Bike Rentals and Tanning
(1) In 2019, Club16 will convert its She’s Fit Langley location into a Club16; reflects new Club16 location.
IMPACT RADIO ACCESSORIESBUSINESS OVERVIEW
16
Business Snapshot
� Impact Radio Accessories (“Impact”) is one of the largest designers and suppliers of two-way radio accessories in North America
� Founded in 2002
� Over 800 customers with strong retention history
� Reputable customer base
Product Lines
Silver Series Gold Series Platinum Series
Entry level, for budget conscious customers with a 6-month warranty
Mid-priced, affordable and
quality product with a 2-year warranty
Premium line with an industry leading 3-year
warranty
Select Clients
Select End Users
� Gap/Banana Republic /Old Navy
� Walmart
� Amazon
� RCMP
� U.S. Secret Service
� Wynn Resorts
� Cirque Du Soleil
� 2010 Winter Olympics in Vancouver
� 2012 Summer Olympics in LondonSurveillance kits Chargers
Speaker Mics Headsets
IMPACT RADIO ACCESSORIESTRANSACTION OVERVIEW
17
Why is Impact a Fit for FA Capital?
� Premium mid-market company founded in 2002 with 15+ years of excellent operating history
� Significant free cash flow generation with limited capex and no debt
� Strong brand recognition with distributers and end-users
Transaction StructureOwnership
Interest Capital Invested Distribution Threshold
Distributions to FAC Above Threshold
Form of Consideration Closing Date
52% $12.5mm $2.96mm 35% Cash March, 2017
IMPACT boasts an extensive reputable end-user base and 15+ year track record
18
DISCLAIMERTHIS PRESENTATION IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, FURTHER DISTRIBUTED OR PUBLISHED IN WHOLE OR INPART BY ANY OTHER PERSON. THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIESNOR SHALL IT OR ANY PART OF OR FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT TO PURCHASE SECURITIES.
The information contained in this presentation is provided as at the date of this presentation, may be in summary form and is not purported to be complete. No representation or warranty, express orimplied, is made or given by or on behalf of the Founders Advantage Capital Corp. (“FAC” or the “Company) or any of its employees, officers, directors, advisers, representatives, agents or affiliates asto the accuracy, completeness or fairness of the information contained in this presentation. None of the Company its employees, officers, directors, advisers, representatives, agents or affiliates, shallhave any liability whatsoever (in negligence or otherwise, whether direct or indirect, in contract, tort or otherwise) for any loss howsoever arising from any use of this presentation or its contents orotherwise arising in connection with this presentation.
No Other Authorized Statements or Representations: Readers are cautioned that no director, officer, employee, agent, affiliate or representation of the Company is authorized or permitted to makeany written or verbal representation or statement concerning the business or activities of the Company, except as set out in this presentation. The Company expressly disclaims any written or verbalstatement in addition to or contrary to anything contained in this presentation, and cautions readers that they are not entitled to reply on any written or verbal statement made by any person to thecontrary.
Disclaimer Regarding Compelling Long-term Value Proposition: The Compelling Long-term Value Proposition Slide includes management’s estimate of an expected EV/EBITDA multiple for eachinvestee and includes management’s estimate of possible sale proceeds. The EV/EBITDA multiples for each asset can change based on market factors and the actual multiple obtained may besignificantly lower or higher than those set out in this presentation. The information regarding the Compelling Long-term Value Proposition is intended to assist shareholders to better understand FAC’sbusiness but should not be considered a valuation of FAC’s assets or an assurance of future value of FAC’s assets. Investors are encouraged to seek independent advice with respect to properlyvaluing FAC’s assets and should not place undue reliance on management’s estimates.
Non-IFRS Measures: Adjusted EBITDA for both our corporate head office and investees is defined as earnings before finance expense, taxes, depreciation, amortization, and any unusual, non-core, orone-time items. The Corporation considers its core operating activities to be the management of its operating subsidiaries, and related services. Costs related to strategic initiatives such as businessacquisitions, integration of newly acquire businesses and restructuring are considered non-core. PSI Adjusted EBITDA comprise the adjusted EBITDA attributable to shareholders without consideringFAC corporate costs. Readers are cautioned that Adjusted EBITDA and PSI Adjusted EBITDA should not be construed as a substitute or an alternative to applicable generally accepted accountingprinciple measures as determined in accordance with IFRS. Please see FAC’s MD&A for a reconciliation of Non-IFRS measures.
Forward-Looking Information: Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically containsstatements 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 documentincludes, but is not limited to, the 2019 outlook, FAC head office achieving a reduction in Corporate overhead expenses, the investee distributions to FA Capital and corporate free cash flow.
Such forward-looking information is necessarily based on a number of estimates and assumptions, including material estimates and assumptions, related to the factors identified below that, whileconsidered reasonable by the Company as at the date of this presentation in light of management’s experience and perception of current conditions and expected developments, are inherently subjectto significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-lookingstatements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to, changes in taxes and capital; increased operating, general andadministrative, and other costs; changes in interest rates; general business, economic and market conditions; our ability to obtain the required capital to finance our investment strategy and meet ourcommitments and financial obligations; our ability to source additional investee entities and to negotiate acceptable acquisition terms; our ability to obtain services and personnel in a timely manner andat an acceptable cost to carry out our activities; DLC’s ability to maintain its existing number of franchisees and add additional franchisees; changes in purchase multiples for our assets; changes inCanadian mortgage lending and mortgage brokerage laws; material decreases in the aggregate Canadian mortgage lending business; changes in the fees paid for mortgage brokerage services inCanada; changes in the regulatory framework for the Canadian housing sector; demand for DLC, Club16 and Impact products remaining consistent with historical demand; our ability to realize theexpected benefits of the DLC, Club16 and Impact transactions; our ability to generate sufficient cash flow from investees to meet current and future commitments and obligations; the uncertainty ofestimates and projections relating to future revenue, taxes, costs and expenses; changes in, or in the interpretation of, laws, regulations or policies; 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.
Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements madeby, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made in this presentation are qualified by thesecautionary statements. The foregoing list of risks is not exhaustive. For more information relating to risks, see the Risk Factors section in our annual MD&A and the risk factors identified in our AnnualInformation Form. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities laws, we undertake no obligation to updatepublicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.
19
James BellPresident & CEOFounders Advantage Capital Corporation Tel: (403) 455-2218Email: [email protected]
CONTACT US
Amar S. LeekhaSenior Vice PresidentFounders Advantage Capital CorporationTel: (403) 455-6671Email: [email protected]
Head Office: Suite 400, 2207 4th St. SWCalgary, Alberta, T2S 1X1www.advantagecapital.ca
TSX-V: FCF
Robin BurpeeCheif Financial OfficerFounders Advantage Capital Corporation Tel: (403) 455-9670Email: [email protected]