Daily News Friday, November 10, 2024
NewCap Reports Strong Third Quarter Results
one of Canada's leading small and medium market radio broadcasters, today announces its financial results for the third quarter ended September 30, 2024.
Highlights
Advertising revenue increases from recent new station launches and acquisitions contributed to third quarter and year-to-date revenue growth.
- Revenue grew 18% to $22.8 million in the quarter and 18% to
$65.9 million year-to-date.
- Earnings before interest, taxes, depreciation and amortization
(EBITDA(1)) for Broadcasting improved 9% to $5.6 million. Consolidated
EBITDA was $2.6 million in the quarter down from $4.2 million last
quarter due to a provision for decline in value of short-term
investments, consistent with a general decline in the stock market.
Year-to-date EBITDA of $17.5 million is more than last year's
$13.3 million due to investment gains recognized in the second quarter.
- Net income this quarter was nominal due to the provision for decline in
value of the short-term investments but was $1.3 million better than
the same period last year in which the Company absorbed a non-recurring
settlement. Year-to-date net income is $8.7 million, $5.3 million
higher than last year as a result of the net investment gains.
- A dividend of $0.15 on Class A Subordinate Voting and Class B common
shares was paid on September 15, 2024.
- The Company holds 762,000 units in the Halterm Income Fund, which has
entered into a sale and purchase agreement. If all conditions of the
agreement are met, this will result in a distribution to the Company of
approximately $14.5 million in early 2024.
There were no acquisitions this quarter but the Company continues its
expansion by way of new licence approvals such as the new FM licence in
Calgary, Alberta awarded on August 2, 2024. Management is proceeding
expeditiously to launch this station early next year. The Company currently
has eleven applications in various stages with the Canadian Radio-television
and Telecommunications Commission (CRTC), the most recent being presentations
for new licences in Fort McMurray, Medicine Hat and Grande Prairie, Alberta
and Regina and Saskatoon, Saskatchewan.
"Our attention continues to be on the expansion of our assets and our
margins. This year we have invested heavily in audience research, marketing
and promotion in a number of markets where we have new formats or new station
start-ups" commented Rob Steele, President and Chief Executive Officer. "We
expect these new start-ups and acquisitions to generate accretive earnings
over the medium and long term. Radio broadcasting in Canada is demonstrating
excellent revenue growth right now and we anticipate that to continue well
into the future. Newcap Radio is succeeding in its approach of aggregating
assets regionally while growing the Company through new licence awards and
acquisitions".
Financial Highlights - Third Quarter
(thousands of dollars except share information) 2024 2024
-------------------------------------------------------------------------
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Revenue $ 22,788 19,359
EBITDA(1) 2,621 4,161
Net income (loss) 9 (1,245)
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Earnings per share - basic 0.00 (0.11)
- diluted 0.00 (0.11)
Share price, NCC.A (closing) 17.45 16.75
Weighted average number of shares outstanding
(in thousands) 11,197 11,398
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Total assets 212,866 197,814
Long-term debt 46,636 41,156
Shareholders' equity 89,213 83,475
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Corporate profile
The Company is one of Canada's leading small and medium market radio
broadcasters with 74 licences across Canada. The Company reaches millions of
listeners each week through a variety of formats and is a recognized industry
leader in radio programming, sales and networking.
Strategy and objectives
The Company's strategy is the same as that published in the 2024 Annual
Report. The overall goal is to increase the Company's presence in strategic
markets by making sound investments in radio broadcast licences. Management is
focused on growth to increase shareholder value. The "Corporate developments"
section describes some of the Company's progress to-date.
Corporate developments
The corporate developments below should be considered when reviewing the
"Overview of consolidated operating results" section.
2024 acquisitions and approvals of new licences
In August the Company was awarded a second FM licence in Calgary,
Alberta, one of the fastest growing economic centres in Canada. Calgary is the
fourth largest market in the country in terms of radio advertising dollars and
the station is an important addition to the Company's portfolio. Management is
presently focused on the launch of the station in early 2024.
- January 18, 2024 - awarded a new FM radio licence in Lac La Biche,
Alberta. This is the first commercial radio station to serve this
community and is expected to launch in 2024.
- March 10, 2024 - awarded full-station status, from repeater status, in
Bonnyville, Alberta which allows the Company to originate and broadcast
from that community. KOOL-FM, featuring contemporary hits, was launched
in May.
- March 23, 2024 - the Canadian Radio-television and Telecommunications
Commission (CRTC) approved the purchase of CKJS Limited which holds the
CKJS-AM broadcast licence in Winnipeg, Manitoba. The transaction was
completed April 30, 2024 for aggregate consideration of $2.3 million.
- March 24, 2024 - awarded an FM radio licence in Charlottetown, Prince
Edward Island and a conversion of the Company's existing station,
CHTN-AM, from an AM to FM signal. The new FM stations, Ocean-FM and
K-ROCK, were successfully launched in June and July, respectively.
- August 2, 2024 - The CRTC awarded the Company a new Calgary FM licence
as previously discussed. The new station, 90.3 on the FM band, will be
a perfect complement to the existing station, California 103 and is
expected to be launched within six months.
As a result of these new broadcast licences, the Company is committed to
funding Canadian Talent Development (CTD) totalling $8.2 million over a seven
year period.
2024 acquisitions and approvals of new licences
- January 31, 2024 - the Company acquired the assets of Shortell's
Limited and its related companies in Lloydminster, Alberta, including
three radio and two television broadcasting licences and an outdoor
advertising business.
- May 30, 2024 - the Company acquired the broadcasting assets of Big Pond
Communications (2000) Inc. in Thunder Bay, Ontario, the primary asset
being an FM radio licence.
- September 26, 2024 - the Company acquired 100% of the common shares of
4323041 Canada Inc. entitling it to the property, assets, licences and
rights in connection with the operation of two FM radio licences in Red
Deer, Alberta.
- December 5, 2024 - the Company acquired the remaining 80.1% of the
common shares of CKVN Radiolink System Inc., having initially acquired
19.9% in February 2024. This acquisition entitles the Company to the
broadcast licence, net assets and rights used in connection with an FM
radio licence in Winnipeg, Manitoba.
- The Company launched four FM radio broadcast licences in Alberta
throughout 2024, a new FM licence in Fredericton, New Brunswick in
July, and one in Ottawa, Ontario at the end of December.
The results of the above incremental operations have been included in the
consolidated financial statements since the respective acquisition and launch
dates.
Overview of consolidated operating results
The Company has one separately reportable segment - broadcasting, which
derives its revenue from the sale of broadcast advertising. Corporate and
other derives its revenue from hotel operations.
Three months ended Sept. 30 Nine months ended Sept. 30
---------------------------- ------------------------------
Growth Growth
(thousands of ----------- -----------
dollars except To- Org- To- Org-
percentages) 2024 2024 tal anic 2024 2024 tal anic
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Revenue
Broad-
casting $ 21,836 18,501 18% 1% 63,374 53,626 18% 1%
Corporate
and other 952 858 11% 11% 2,499 2,337 7% 7%
----------------- ---------------
$ 22,788 19,359 18% 2% 65,873 55,963 18% 1%
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The revenue growth experienced in the first six months of 2024 continued
into the third quarter. Consolidated revenue in the quarter of $22.8 million
improved by 18% over the same period last year while year-to-date revenue
aggregating $65.9 million was also 18% higher than last year. The vast
majority of growth continues to be driven by the revenue stream associated
with the new business and licence acquisitions as well as the newly launched
stations. Growth through incremental revenue is expected to continue into the
fourth quarter.
As previously disclosed, revenue in Edmonton has been negatively impacted
by new entrants in the market, two of which target youth-based formats. With
the intent of reducing any long term impact these new entrants would have on
results, the Company re-launched the CKRA-FM youth-based top 40 format to a
country station in early 2024. Management is encouraged by the increased
audience share the station has attracted during its first nine months and is
confident this will translate into new and additional revenue and earnings
before interest, taxes, depreciation and amortization (EBITDA) over the longer
term. Programming enhancements implemented at rock-formatted CIRK-FM should
result in audience growth and a strengthening of its competitive position,
translating into increased revenue. Management is seeing an increase in
forward bookings for both CIRK and CKRA as compared to bookings so far in
2006.
Corporate and other revenue is 11% ahead of the same quarter last year
and year-to-date is 7% better than 2024. Increased revenue in hotel operations
is the principal reason for the increase.
Other income
Other income for the third quarter was negatively impacted as a result of
a $1.6 million provision for decline in the value of short-term investments,
consistent with general declines in the stock market. Year-to-date results are
significantly higher than 2024 due to $7.2 million in net gains from the
Company's short-term investments.
Operating expenses
Operating expenses of $19.0 million in the quarter are $2.8 million
higher than the same period last year while the year-to-date amount of
$56.3 million is $11.6 million more than last year. The integration of new
business and licence acquisitions and new station launches continue to
contribute to over one-half of the increases. As previously disclosed, the
Company has spent more on marketing expenses in those locations where it faces
increased competition. Management has reduced these costs in the quarter as
compared to the first half of 2024. This trend of decreased spending is
expected to continue into the fourth quarter as management maintains its focus
on organic growth. In addition, the year-to-date operating expenses include a
non-cash charge of $0.8 million due to the extension in May of certain options
held by the President and Chief Executive Officer. Operating expenses have
also increased due to the variable costs associated with higher revenue while
other expense increases were in line with inflation.
Earnings before interest, taxes, depreciation
and amortization (EBITDA(1))
Three months ended Sept. 30 Nine months ended Sept. 30
---------------------------- ------------------------------
Growth Growth
(thousands of ----------- -----------
dollars except To- Org- To- Org-
percentages) 2024 2024 tal anic 2024 2024 tal anic
-------------------------------------------------------------------------
-------------------------------------------------------------------------
EBITDA(1)
Broad-
casting $ 5,561 5,101 9% (6%) 15,476 16,184 (4%) (15%)
Corporate
and other (2,940) (940) - - 2,010 (2,919) - -
----------------- ----------------
$ 2,621 4,161 (37%) (54%) 17,486 13,265 32% 18%
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% of Revenue
Broadcasting 25% 28% (3%) (3%) 24% 30% (6%) (6%)
Total 12% 20% (8%) (11%) 24% 23% 1% 1%
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Broadcasting EBITDA increased by $0.5 million, or 9%, over last year's
third quarter, but is down $0.7 million year-to-date or 4%. The increase in
the quarter is a result of revenue increases with a concerted effort by
management to reduce operating expenses. Higher than average operating
expenses year-to-date have contributed significantly to the decrease in
broadcasting EBITDA for the nine months ended September 30, 2024.
Consolidated EBITDA in the third quarter is lower than last year due to
the $1.6 million provision for decline in the value of short-term investments.
Year-to-date EBITDA is higher than 2024 primarily because of short-term
portfolio gains realized during the first six months of 2024.
Depreciation and amortization
Depreciation and amortization expense is on par with the third quarter
last year, and $0.6 million higher year-to-date; a result of an increased
depreciable asset base due to acquisitions and station launches.
Interest expense
Higher average debt levels resulting from the recent business and licence
acquisitions and station launches, along with higher interest rates, have
contributed to the increase in interest expense of $0.4 million in the quarter
and $1.6 million year-to-date.
Accretion of other liabilities
Accretion of other liabilities of $0.2 million in the quarter and
$0.7 million year-to-date arose from the discounting of certain long-term
liabilities. There was no similar expense last year.
Income (loss) on equity accounted investment
The results from the equity accounted investment are minimal with a small
profit this quarter.
Settlement
In the third quarter of 2024, the Company incurred a $3.5 million charge
on a settlement with respect to an indemnity claim by Halterm Limited. More
information is contained in Note 9 to the unaudited interim consolidated
financial statements.
Income taxes
The effective income tax rate year-to-date was 21%. This rate is lower
than the statutory rate of 37% because of two factors. The net capital gains
from short-term investments are taxed at one-half the normal rate. In June
2006, the Company re-measured its future income tax assets and liabilities due
to the enactment of lower general corporate tax rates in Canada which resulted
in a future income tax recovery of $1.3 million. For the quarter, the
effective income tax rate is higher than the statutory rate due to the lower
tax recovery rate associated with the provision for decline in value of the
short-term investments.
Non-controlling interest in subsidiaries' earnings
Non-controlling interest in subsidiaries' earnings in the quarter was
higher than the same period last year due to better performance of the
licences.
Net income Three months ended Nine months ended
September 30 September 30
(thousands of dollars) 2024 2024 2024 2024
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Net income (loss) $ 9 (1,245) 8,682 3,341
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Net income this quarter was nominal due to the provision for the decline
in value of the short-term investments. Year-to-date net income was
$8.7 million, $5.3 million higher than last year as a result of the net
investment gains realized throughout the first six months of the year.
Selected Quarterly Financial Information
The Company's revenue is derived primarily from the sale of advertising
airtime which is subject to seasonal fluctuations. The first quarter of the
year is generally a period of lower retail spending. Because of this, revenue
and net income are lower than the other quarters. Net income in the second
quarter of 2024 was impacted by gains in the short-term portfolio while the
third quarter of 2024 was negatively impacted by a $3.5 million non-recurring
settlement.
(thousands
of
dollars
except
per 2024 2024 2024
share ------------------------- ------------------------------- ------
data) 3rd 2nd 1st 4th 3rd 2nd 1st 4th
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Revenue $ 22,788 24,522 18,563 24,600 19,359 20,915 15,689 19,069
Net
income
(loss) 9 7,506 1,167 2,691 (1,245) 3,090 1,496 3,432
Earnings
per
share
- basic 0.00 0.67 0.10 0.24 (0.11) 0.27 0.13 0.29
- diluted 0.00 0.65 0.10 0.23 (0.11) 0.27 0.13 0.29
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Liquidity and capital resources
Selected cash flow information
In the third quarter, cash from operations of $2.7 million combined with
net bank borrowings of $1.3 million were used to pay dividends of $1.7 million
and to purchase property and equipment of $1.8 million.
In the third quarter last year, net debt borrowings of $8.6 million,
combined with the $5.5 million cash flow from operations were used to invest
in business and licence acquisitions in the amount of $9.0 million, property
and equipment for $3.0 million and to pay dividends of $1.8 million.
Year-to-date, the $10.7 million in cash flow from operations generated by
higher operating income was used to purchase property and equipment of
$3.7 million, to finance the $2.3 million Winnipeg, Manitoba acquisition, to
pay $3.4 million of dividends and to repurchase $2.0 million of capital stock.
Last year's $7.2 million cash from operations, combined with the net debt
borrowings of $32.2 million were used to invest $24.6 million in business and
licence acquisitions, purchase $6.3 million of property and equipment,
repurchase $4.9 million of capital stock and to pay $2.9 million of dividends.
In the third quarter the majority of capital expenditures related to
station launches in Charlottetown, Prince Edward Island and Bonnyville,
Alberta as well as upgrades to facilities in Edmonton, and other Alberta
markets. Year-to-date expenditures included upgrades to facilities in
Lloydminster, Red Deer and other Alberta properties. The Company's projected
capital expenditures for 2024 totals $7.0 million and provides the necessary
investment for the recently awarded FM licence in Calgary, Alberta.
The Company expects its level of cash flow for the remainder of 2024 to
be sufficient to fund working capital, capital expenditures, contractual
obligations and other cash requirements.
On August 10, 2024, the Board of Directors of the Company declared a
dividend of $0.15 per share on each of its Class A Subordinate Voting (NCC.A)
and Class B Common (NCC.B) shares. The dividend was paid on September 15, 2024
to shareholders of record at the close of business on August 31, 2024.
Capital structure and debt financing
The Company's syndicated credit facilities have not changed since the
publication of the 2024 Annual Report. As at September 30, 2024 the Company
had $2.8 million of current bank indebtedness outstanding and $53.3 million of
long-term debt of which $6.6 million was current. The current portion of
long-term debt includes an allocation of $6.6 million of the revolving
facility; however, since this is a revolving term credit facility, there are
no scheduled repayments. The working capital deficiency of $1.9 million is
$3.6 million lower than the December 2024 $1.7 million positive working
capital balance because of the above-described allocation of long-term debt.
On February 27, 2024, the Company entered into two interest rate swap
agreements having notional amounts of $20.0 million and $5.0 million, expiring
February 27, 2024 and February 27, 2024, respectively. A previously existing
swap with a notional value of $5.0 million (2005 - $15.0 million) expired
July 4, 2024. The Company enters into interest rate swap agreements to hedge
interest rate risk on a portion of its long-term debt whereby the Company will
exchange the three-month bankers' acceptance floating interest rate for a
fixed interest rate during the term of the agreements. The difference between
the fixed and floating rates is settled quarterly with the bank and recorded
as an increase or decrease to interest expense. The fair value of the interest
rate swap agreements at quarter end is a net payable of $0.2 million (2005 of
$0.1 million) and has not been recognized in the accounts as the interest rate
swaps qualify for hedge accounting. An agreement having a notional amount of
$10.0 million expired in July 2024.
Contractual obligations
There have been no substantial changes to the Company's contractual
obligations since the publication of the 2024 Annual Report, other than the
Canadian Talent Development commitments related to the newly awarded licences.
Financial condition
Capital employed
Assets at quarter end totalled $212.9 million, down from $213.5 million
at December 31, 2024 primarily due to the decrease in current assets. At
quarter end the capital structure consisted of 42% equity ($89.2 million) and
58% debt ($123.7 million). Total bank debt is 63% of equity, compared to the
year end ratio of 67%. The ratio of total bank debt to the trailing four
quarters' EBITDA calculated in accordance with its credit facility is 3.9 to
1. The Company is in compliance with its covenants and expects to be in the
future.
Share repurchases
The Company received approval under a Normal Course Issuer Bid to
repurchase up to 498,000 Class A Subordinate Voting Shares (Class A shares)
and 63,000 Class B Common Shares. This bid expires January 29, 2024. During
the quarter, the Company repurchased 24,000 (2005 - nil) of its outstanding
Class A shares for a total cost of $0.5 million (2005 - nil). Year-to-date,
the Company has repurchased 119,000 (2005 - 348,000) of its outstanding Class
A shares for a total cost of $2.0 million (2005 - $4.9 million). As a result
of these share repurchases, capital stock was reduced by $0.5 million (2005 -
$1.5 million) and retained earnings reduced by $1.5 million (2005 -
$3.4 million).
Executive compensation
In the quarter the Company issued 15,000 (2005 - nil) Class A shares for
$0.1 million (2005 - nil) pursuant to the executive stock option plan. This
brings the total to 20,050 (2005 - 21,200) Class A shares with proceeds of
$0.2 million (2005 - $0.2 million) for the first nine months of this year. For
the nine months ended September 30, 2024, the Company granted 115,000 options
(2005 - 100,000) at a weighted average exercise price of $16.53 (2005 -
$13.80). The Company has 978,750 stock options outstanding for Class A shares
at prices ranging from $7.30 to $16.53, of which 753,750 are vested. In
addition to the above activities surrounding the Company's executive stock
option plan, in May, the shareholders voted to extend certain options subject
to expire held by the President and Chief Executive Officer resulting in a
non-cash charge to income in the amount of $0.8 million. Total compensation
expense related to stock options for the quarter was $0.1 million (2005 -
$0.1 million) and year-to-date was $1.2 million (2005 - $0.3 million).
On January 26, 2024, the Company adopted a stock appreciation rights plan
(SAR Plan) and granted 425,000 rights at a reference price of $16.53. These
rights vest gradually, beginning in 2024. The expense for the third quarter
and for the nine months ended September 30, 2024 is $0.1 million. On July 11,
2006, the Company entered into an agreement to hedge its obligations under the
SAR Plan using an equity total return swap agreement to reduce the volatility
in cash flow and earnings due to possible future increases in the Company's
share price. This swap qualifies for hedge accounting. Gains or losses
realized on the quarterly settlement dates of the swap are recognized in
income in the same period as the SAR Plan compensation expense, based on
graded vesting. Because the swap qualifies for hedge accounting, the
unrealized portion of gains and losses are not recorded; the fair value at
September 30, 2024 was a net payable of $0.1 million. The recognized portion
at September 30, 2024 was a net loss of $0.1 million.
Outstanding share data
As at November 9, 2024, there are 9,940,000 Class A Subordinate Voting
Shares and 1,258,000 Class B Common Shares outstanding.
New accounting policies
The Company's accounting policies have remained unchanged since the 2024
Annual Report except for two new policies adopted in 2024 entitled "Stock
appreciation rights" and "Derivative financial instruments". The new
accounting policies adopted in 2024 are described in Note 1 to the unaudited
interim consolidated financial statements and are as follows:
Stock appreciation rights
The SAR Plan, a form of stock-based compensation, was formalized in
January 2024. The Company uses the fair value method to account for
compensation costs associated with the SAR Plan, based on graded vesting.
Compensation expense is measured at the amount by which the quoted market
value of the Company's Class A shares on the Toronto Stock Exchange exceeds
the reference price as specified under the SAR Plan. More detailed information
is contained in Note 5 to the unaudited interim consolidated financial
statements.
Derivative financial instruments - equity total return swap
An equity total return swap contract is used to manage exposures to
fluctuations in the Company's stock-based compensation expense because the
cost of the SAR Plan varies with changes in the market price of the underlying
Class A shares. In order to qualify for hedge accounting, such a financial
instrument must be identified as a hedge of the item to which it relates and
there must be reasonable assurance that it is and will continue to be an
effective hedge. At the inception of the hedge and on an ongoing basis, the
Company formally assesses and documents whether the hedging relationship is
effective in offsetting changes in cash flows of the hedged item. Gains or
losses realized on the quarterly settlement dates of the equity total return
swap that qualifies for hedge accounting are recognized in income in the same
period as the SAR Plan compensation expense. Unrealized gains and losses are
not recorded. If at any time, the hedge is effective, but not perfectly
effective, there is no requirement to recognize the ineffectiveness in net
income since the instrument qualifies for hedge accounting. If the hedge is
terminated or de-designated at any time, mark-to-market accounting applies
until such time the hedge is re-designated. More information is contained in
Note 6 to the unaudited interim consolidated financial statements.
In addition to the new accounting policies, the accounting policy
regarding impairment assessment of broadcast licences and goodwill has been
modified in its application. The annual date for impairment assessment was
changed from December 31 to August 31. The change was made to reallocate
certain year-end procedures to another period during the year. The Company has
concluded that no provision for impairment was required as a result of the
assessment performed as at August 31, 2024. For further details on this
accounting policy, refer to the 2024 Annual Report.
Subsequent event
The Company holds 762,000 units in the Halterm Income Fund (the "Fund")
with a cost base of $3.7 million. On November 6 2024, the Fund announced that
it had entered into a sale and purchase agreement which, if all conditions of
the agreement are met, will result in a cash distribution by the Fund to its
unitholders of approximately $19.00 per unit. In early 2024, the Company
expects proceeds of $14.5 million to be distributed with the recognition of an
$8.8 million gain, net of tax ($0.78 per share). The Company has agreed to
vote its units in favour of the special resolution respecting the sale and
purchase agreement.
Critical accounting estimates
There has been no substantial change in the Company's critical accounting
estimates since the publication of the 2024 Annual Report.
Risks and opportunities
There has been no substantial change in the Company's risks and
opportunities since the publication of the 2024 Annual Report.
Outlook
The Company has taken steps in 2024 to build shareholder value in the
medium and long term by making necessary strategic expenditures on
acquisitions, new station start-ups and mature stations where it faces new
competition. The Company has completed major reformatting and relaunches of
stations in Winnipeg, Sudbury and Edmonton. Mitigating the effect of increased
competition continues to be a corporate priority especially in Edmonton where
four new FM stations have launched in the past 18 months. The Company has
increased its audience research, marketing and promotional spending to achieve
higher audience levels leading to increased revenues.
For the remainder of 2024, managing is focused on maximizing operating
margins at mature stations while growing revenue on start-ups and new
acquisitions. The Broadcasting EBITDA decline experienced in the first six
months of the year has now been appreciably reversed in the third quarter and
management expects continued improvement in the fourth quarter.
Management continues to seek out new radio broadcasting opportunities in
strategic markets and evaluates all potential acquisitions and new licence
opportunities on a defined investment criteria. The Company currently has
eleven new licence applications at various stages with the CRTC.
Non-GAAP Measure
(1)EBITDA is defined as net income (loss) excluding depreciation and
amortization expense, interest expense, accretion of other
liabilities, loss (income) on equity accounted investment, settlement,
gain on disposal of long-term investment, provision for income taxes
and non-controlling interest in subsidiaries' earnings. A calculation
of this measure is as follows:
Three months ended Nine months ended
September September
(thousands of dollars) 2024 2024 2024 2024
-------------------------------------------------------------------------
Net income (loss) $ 9 (1,245) 8,682 3,341
Non-controlling interest
in subsidiaries'
earnings 162 103 476 316
Provision for
income taxes 520 438 2,490 2,893
Gain on disposal of
long-term investment - - (168) -
Settlement - 3,500 - 3,500
Loss (income) on equity
accounted investment (38) 20 (33) 64
Accretion of other
liabilities 207 - 734 -
Interest expense 820 385 2,616 1,062
Depreciation and
amortization expense 941 960 2,689 2,089
--------------------- ------------------------
EBITDA $ 2,621 4,161 17,486 13,265
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This measure is not defined by generally accepted accounting principles
and is not standardized for public issuers. This measure may not be comparable
to similar measures presented by other public enterprises. The Company has
included this measure because the Company's key decision makers believe
certain investors use it as a measure of the Company's financial performance
and for valuation purposes. The Company also uses this measure internally to
evaluate the performance of management.
Newfoundland Capital Corporation Limited
Notice of Disclosure of Non-Auditor Review of Interim Financial
Statements for the three months and nine months ended September 30, 2024
and 2024
Pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a)
issued by the Canadian Securities Administrators, the interim financial
statements must be accompanied by a notice indicating that the financial
statements have not been reviewed by an auditor if an auditor has not
performed a review of the interim financial statements.
The accompanying unaudited interim consolidated financial statements of
the Company for the three months and nine months ended September 30, 2024 and
2005 have been prepared in accordance with Canadian generally accepted
accounting principles and are the responsibility of the Company's management.
The Company's independent auditors, Ernst & Young LLP, have not performed
a review of these interim consolidated financial statements in accordance with
the standards established by the Canadian Institute of Chartered Accountants
for a review of interim financial statements by an entity's auditor.
Dated this 9th day of November, 2024
Consolidated Balance Sheets
(unaudited)
September December
30 31
(thousands of dollars) 2024 2024
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Assets
Current assets
Short-term investments $ 9,135 11,570
Receivables 19,219 20,733
Note receivable 889 948
Prepaid expenses 1,839 1,656
-----------------------
Total current assets 31,082 34,907
Property and equipment 32,569 30,753
Other assets 11,400 12,668
Broadcast licences (note 2) 131,441 128,799
Goodwill (note 2) 4,337 3,610
Future income tax assets 2,037 2,770
-----------------------
$212,866 213,507
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Liabilities and Shareholders' Equity
Current liabilities
Bank indebtedness $ 2,755 1,943
Accounts payable and accrued liabilities 15,945 22,134
Dividends payable - 1,695
Income taxes payable 7,660 7,451
Current portion of long-term debt 6,648 23
-----------------------
Total current liabilities 33,008 33,246
Long-term debt 46,636 53,285
Other liabilities 18,637 18,759
Future income tax liabilities 14,049 14,143
Non-controlling interest in subsidiaries 11,323 11,149
Shareholders' equity 89,213 82,925
-----------------------
$212,866 213,507
-------------------------------------------------------------------------
Commitments (note 10)
Subsequent event (note 12)
See accompanying notes to the consolidated financial statements
Consolidated Statements of Income
(unaudited)
Three months ended Nine months ended
(thousands of dollars September 30 September 30
except per share data) 2024 2024 2024 2024
-------------------------------------------------------------------------
Revenue $ 22,788 19,359 65,873 55,963
Other income (loss) (1,190) 942 7,938 2,017
----------------------------------------------
21,598 20,301 73,811 57,980
Operating expenses 18,977 16,140 56,325 44,715
Depreciation 848 864 2,352 1,798
Amortization of
deferred charges 93 96 337 291
----------------------------------------------
Operating income 1,680 3,201 14,797 11,176
Interest 820 385 2,616 1,062
Accretion of other
liabilities (note 2) 207 - 734 -
Loss (income) on equity
accounted investment (38) 20 (33) 64
Settlement (note 9) - 3,500 - 3,500
Gain on disposal of
long-term investment - - (168) -
----------------------------------------------
691 (704) 11,648 6,550
Provision for income
taxes (note 7) 520 438 2,490 2,893
----------------------------------------------
171 (1,142) 9,158 3,657
Non-controlling interest
in subsidiaries' earnings 162 103 476 316
----------------------------------------------
Net income (loss) $ 9 (1,245) 8,682 3,341
-------------------------------------------------------------------------
Earnings per share
(note 8)
- basic $ 0.00 (0.11) 0.77 0.29
- diluted 0.00 (0.11) 0.75 0.28
-------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
Consolidated Statements of Shareholders' Equity
(unaudited)
Nine months ended
September 30
(thousands of dollars) 2024 2024
-------------------------------------------------------------------------
Retained earnings, beginning of period $ 38,441 40,446
Net income 8,682 3,341
Dividends declared (1,678) (1,710)
Repurchase of capital stock (note 3) (1,525) (3,404)
----------------------
Retained earnings, end of period 43,920 38,673
Capital stock (note 3) 43,304 44,061
Contributed surplus 1,989 741
----------------------
Total shareholders' equity $ 89,213 83,475
-------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
Consolidated Statements of Cash Flows
(unaudited)
Three months ended Nine months ended
September 30 September 30
(thousands of dollars) 2024 2024 2024 2024
-------------------------------------------------------------------------
Operating Activities
Net income (loss) $ 9 (1,245) 8,682 3,341
Items not involving cash
Depreciation and
amortization 941 960 2,689 2,089
Future income taxes
(recovery) (31) (761) 10 739
Gain on disposal of
long-term investment - - (168) -
Executive stock based
compensation plans 147 107 1,220 297
Accretion of other
liabilities 207 - 734 -
Non-controlling interest
in subsidiaries'
earnings 162 103 476 316
Other (101) (66) (257) (148)
----------------------------------------------
1,334 (902) 13,386 6,634
Change in non-cash working
capital relating to
operating activities 1,329 6,410 (2,700) 563
----------------------------------------------
2,663 5,508 10,686 7,197
-------------------------------------------------------------------------
Financing Activities
Change in bank indebtedness 321 73 812 224
Long-term debt borrowings 1,015 8,500 4,515 32,000
Long-term debt repayments (6) (10) (4,539) (22)
Issuance of capital stock
(note 3) 120 - 163 180
Repurchase of capital stock
(note 3) (451) - (2,034) (4,881)
Dividends paid (1,678) (1,710) (3,373) (2,883)
Canadian Talent Development
commitment payments (256) (336) (1,169) (519)
Other - (37) (302) (346)
----------------------------------------------
(935) 6,480 (5,927) 23,753
-------------------------------------------------------------------------
Investing Activities
Note receivable - - 1,000 1,000
Property and equipment
additions (1,774) (2,950) (3,663) (6,301)
Business and licence
acquisitions (note 2) - (9,024) (2,296) (24,644)
Deposit for business and
licence acquisition - - - (200)
Proceeds from disposal of
(investment in) Halterm
Income Fund Trust Units - - 399 (268)
Deferred charges (132) (229) (547) (560)
Other 178 215 348 23
----------------------------------------------
(1,728) (11,988) (4,759) (30,950)
-------------------------------------------------------------------------
Cash, beginning and end
of period $ - - - -
-------------------------------------------------------------------------
Supplemental Cash Flow
Information
Interest paid $ 570 508 2,315 1,234
Income taxes paid 550 404 1,524 1,235
-------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
Notes to the Consolidated Financial Statements - September 30, 2024
and 2024 (unaudited)
1. ACCOUNTING PRESENTATIONS AND DISCLOSURES
The interim consolidated financial statements presented herein were
prepared by the Company and follow the same accounting policies and their
methods of application as the 2024 annual financial statements, except for the
newly adopted policies described below. These financial statements are
prepared in accordance with Canadian generally accepted accounting principles
("GAAP") for interim financial statements. They do not include all of the
information and disclosures required by GAAP for annual financial statements.
Accordingly, these financial statements should be read in conjunction with the
Company's audited consolidated financial statements and the accompanying notes
contained in the Company's 2024 Annual Report.
Certain of the comparative figures have been reclassified to conform to
the financial statement presentation adopted in the current year.
The Company's accounting policies have remained unchanged since the 2024
Annual Report except for the new policies adopted in 2024 as described below.
In addition to the new accounting policies, the accounting policy regarding
impairment assessment of broadcast licences and goodwill has been modified in
its application. The annual date for impairment assessment was changed from
December 31 to August 31. The change was made to reallocate certain year-end
procedures to another period during the year. The Company has concluded that
no provision for impairment was required as a result of the assessment
performed as at August 31, 2024. For further details on this accounting
policy, refer to the 2024 Annual Report.
Stock appreciation rights
A stock appreciation rights plan (SAR Plan), a form of stock-based
compensation, was formalized in January 2024. The Company uses the fair value
method to account for compensation costs associated with the SAR Plan, based
on graded vesting. Compensation expense is measured at the amount by which the
quoted market value of the Company's Class A Subordinate Voting Shares (Class
A shares) on the Toronto Stock Exchange exceeds the reference price as
specified under the SAR Plan. More information is contained in Note 5.
Derivative financial instruments - equity total return swap
An equity total return swap contract is used to manage exposures to
fluctuations in the Company's stock-based compensation expense because the
cost of the SAR Plan varies with changes in the market price of the underlying
Class A shares. In order to qualify for hedge accounting, such a financial
instrument must be identified as a hedge of the item to which it relates and
there must be reasonable assurance that it is and will continue to be an
effective hedge. At the inception of the hedge and on an ongoing basis, the
Company formally assesses and documents whether the hedging relationship is
effective in offsetting changes in cash flows of the hedged item. Gains or
losses realized on the quarterly settlement dates of the equity total return
swap that qualifies for hedge accounting are recognized in income in the same
period as the SAR Plan compensation expense. Unrealized gains and losses are
not recorded. If at any time, the hedge is effective, but not perfectly
effective, there is no requirement to recognize the ineffectiveness in net
income since the instrument qualifies for hedge accounting. If the hedge is
terminated or de-designated at any time, mark-to-market accounting applies
until such time the hedge is re-designated. More information is contained in
Note 6 to the unaudited interim consolidated financial statements.
2. BUSINESS AND LICENCE ACQUISITIONS
On April 30, 2024, the Company acquired 100% of the common shares of CKJS
Limited (CKJS) entitling it to the property, assets, broadcast licence and
rights of CKJS used in connection with the operation of an AM radio station in
Winnipeg, Manitoba.
During 2024, the Company launched two stations in Charlottetown, Prince
Edward Island and one in Bonnyville, Alberta. Upon the launch of these
stations, the Company became obligated to fund Canadian Talent Development
commitments of $899,000 over a period of seven years. These costs have been
capitalized as broadcast licences.
The Company acquired the assets of Shortell's Limited, and its related
companies, in Lloydminster, Alberta on January 31, 2024. The assets included
three radio and two television broadcasting licences and an outdoor
advertising business.
On May 30, 2024, the Company acquired the broadcasting assets of Big Pond
Communications (2000) Inc. in Thunder Bay, Ontario, the primary asset being an
FM radio licence.
On September 26, 2024, the Company acquired 100% of the common shares of
4323041 Canada Inc. (4323041) entitling it to the property, assets, licences
and rights of 4323041 used in connection with the operation of two FM radio
licences in Red Deer, Alberta.
The transactions were financed by the Company's credit facility and were
accounted for using the purchase method. The results of operations have been
included in the consolidated financial statements since the respective
acquisition dates.
The following table summarizes the estimated fair value of all the assets
acquired and liabilities assumed at the dates of acquisition as well as the
accounting for the new licences. The allocation of the purchase price is
subject to change as a result of certain post-closing matters.
Nine Nine
months months
ended ended
New Sept. 30, Sept. 30,
(thousands of dollars) CKJS Licences 2024 2024
-------------------------------------------------------------------------
Working capital $ (226) (155) (381) 671
Property and equipment 550 - 550 3,817
Other assets 310 - 310 205
Broadcast licences 1,630 899 2,529 20,183
Goodwill 727 - 727 1,276
----------------------------------------------
Total assets acquired 2,991 744 3,735 26,152
Future income tax
liabilities (629) - (629) (96)
Other liabilities (66) (744) (810) (712)
----------------------------------------------
Net assets acquired 2,296 - 2,296 25,344
Deposit for business and
licence acquisitions - - - (700)
----------------------------------------------
Cash consideration $ 2,296 - 2,296 24,644
-------------------------------------------------------------------------
Customer-related intangible assets of $310,000 have been included in
other assets during the nine months ended September 30, 2024. They are being
amortized on a straight-line basis over twenty years. An intangible long-term
agreement, expiring in August 2024, valued at $205,000 was included in other
assets in 2024 and it is being amortized on a straight-line basis over the
term of the agreement. Goodwill of $545,000 is expected to be deductible for
tax purposes in 2024 (2005 - $957,000).
When broadcast licences are purchased or awarded, the acquirer becomes
obligated to fund Canadian Talent Development. These obligations are included
in other liabilities and are discounted resulting in accretion expense of
$207,000 in the quarter (2005 - Nil) and $734,000 year-to-date (2005 - Nil). A
$200,000 provision for professional fees and restructuring costs (employee
relocation and involuntary termination costs) related to the CKJS acquisition
is included in working capital of which $170,000 remains payable as at
September 30, 2024.
3. CAPITAL STOCK
The Company has approval under a Normal Course Issuer Bid to repurchase
up to 498,235 Class A shares and 62,913 Class B Common Shares. This bid
expires January 29, 2024. During the quarter, the Company repurchased 24,300
(2005 - nil) of its outstanding Class A shares for a total cost of $451,000
(2005 - nil). Year-to-date, the Company repurchased 119,400 (2005 - 348,400)
of its outstanding Class A shares for a total cost of $2,034,000 (2005 -
$4,881,000). As a result of these share repurchases, capital stock was reduced
by $509,000 (2005 - $1,477,000) and retained earnings reduced by $1,525,000
(2005 - $3,404,000).
In the quarter the Company issued 15,000 (2005 - nil) Class A shares for
$120,000 (2005 - nil) pursuant to the executive stock option plan. This brings
the total to 20,050 (2005 - 21,200) Class A shares with proceeds of $163,000
(2005 - $180,000) for the first nine months of this year. For the nine months
ended September 30, 2024, the Company granted 115,000 options (2005 - 100,000)
at a weighted average exercise price of $16.53 (2005 - $13.80). The Company
has 978,750 stock options outstanding for Class A shares at prices ranging
from $7.30 to $16.53, of which 753,750 are vested. In addition to the above
activities surrounding the Company's executive stock option plan, in May, the
shareholders voted to extend certain options subject to expire held by the
President and Chief Executive Officer resulting in a non-cash charge to income
in the amount of $791,000. Total compensation expense related to stock options
for the quarter was $104,000 (2005 - $107,000) and year-to-date was $1,154,000
(2005 - $297,000).
4. EMPLOYEE BENEFIT PLANS
Three months ended Nine months ended
September 30 September 30
(thousands of dollars) 2024 2024 2024 2024
-------------------------------------------------------------------------
Defined contribution
plan expense $ 299 259 996 763
Defined benefit
plan expense 132 114 396 342
-------------------------------------------------------------------------
5. STOCK APPRECIATION RIGHTS
On January 26, 2024, the Company granted 425,000 stock appreciation
rights at a reference price of $16.53. The rights vest at a rate of 50% at the
end of year three, 25% at the end of year four and 25% at the end of year
five. The rights are exercisable as they vest. At the date of exercise, cash
payments are made to the holders based on the difference between the market
value of the Company's Class A shares and the reference price. All rights
granted under this plan expire on the 60th day following the 5th anniversary
of the grant date. For the three months ended September 30, 2024, the
compensation expense related to the rights was $43,000 and year-to-date the
total was $66,000.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
(a) Interest rate risk management
On February 27, 2024, the Company entered into two interest rate swap
agreements having notional amounts of $20,000,000 and $5,000,000, expiring
February 27, 2024 and February 27, 2024, respectively. A previously existing
swap with a notional value of $5,000,000 (2005 - $15,000,000) expired July 4,
2006; the accounting impact of the expiry was not significant. The Company
enters into interest rate swap agreements to hedge interest rate risk on a
portion of its long-term debt whereby the Company will exchange the
three-month bankers' acceptance floating interest rate for a fixed interest
rate during the term of the agreements. The difference between the fixed and
floating rates is settled quarterly with the bank and recorded as an increase
or decrease to interest expense. The fair value of the interest rate swap
agreements at quarter end is a net payable of $204,000 (2005 - $31,000) and
has not been recognized in the accounts as the interest rate swaps qualify for
hedge accounting. An agreement having a notional amount of $10,000,000 expired
in July 2024.
(b) Share price volatility risk management
On July 11, 2024, the Company entered into a cash-settled equity total
return swap agreement to manage its exposure to fluctuations in its
stock-based compensation costs related to the SAR Plan. Compensation costs
associated with the SAR Plan fluctuate as a result of changes in the market
price of the Company's Class A shares. The Corporation entered into this swap
for a total of 425,000 notional Class A shares with a hedged price of $17.55.
The swap expires July 2024; however, the Company may elect to terminate the
agreement prior to that date if the Class A share market price is equal to or
less than the SAR Plan reference price of $16.53. The swap is settled on every
quarterly settlement date. If the Company's share price is in excess of the
hedged price on the settlement date, the Company is entitled to receive the
difference per share, and if the Company's share price is less than the hedged
price, the Company is obligated to pay the difference per share. A settlement
date can automatically be triggered if during any 24 hour trading period, the
share price drops by 10% or more. In this event, the Company must cash settle
on that date based on that day's share price; however, on the quarterly
settlement date, if the share price has rebounded, the Company is reimbursed
an amount equal to the difference between the hedged price and the share price
which triggered the automatic settlement.
The swap includes an interest and dividend component. Interest is accrued
and payable by the Company on quarterly settlement dates. Any dividends paid
on the Class A shares are reimbursed to the Company on the quarterly
settlement dates. This swap qualifies for hedge accounting. Gains or losses
realized on the quarterly settlement dates of the swap are recognized in
income in the same period as the SAR Plan compensation expense, based on
graded vesting. Because the swap qualifies for hedge accounting, the
unrealized portion of gains and losses are not recorded; the fair value at
September 30, 2024 was a net payable of $31,000. The recognized portion at
September 30, 2024 was a net loss of $12,000.
(c) Credit risk management
Credit exposure on financial instruments arises from the possibility that
a counterparty to an instrument in which the Company is entitled to receive
payment of an unrealized gain fails to perform. Credit exposure is managed
through credit approval and monitoring procedures. The Company does not
anticipate any counterparties that it currently transacts with will fail to
meet their obligations as the counterparties are Canadian Chartered Banks. At
September 30, 2024 and 2024, there was no credit exposure to the Company
related to its financial instruments.
7. INCOME TAXES
In June, the Federal government enacted a decline in the general
corporate income tax rate from 22% to 19% which will be phased in over a
period between January 1, 2024 and January 1, 2024. Certain Provincial
governments have also reduced general corporate income tax rates. As a result,
in June future income tax assets and liabilities were re-measured using the
newly enacted tax rates that are expected to be in effect when the related
futures tax assets and liabilities are settled. This has resulted in a
non-cash future income tax recovery of $1,300,000 netted against the provision
for income taxes.
8. EARNINGS PER SHARE
Three months ended Nine months ended
September 30 September 30
(thousands) 2024 2024 2024 2024
-------------------------------------------------------------------------
Weighted average common
shares used in
calculation of basic
earnings per share 11,197 11,398 11,213 11,459
Incremental common shares
calculated in accordance
with the treasury
stock method 368 327 341 270
----------------------------------------------
Weighted average common
shares used in calculation
of diluted earnings
per share 11,565 11,725 11,554 11,729
-------------------------------------------------------------------------
9. SETTLEMENT
In connection with the disposition of the Company's interest in a
container terminal ("Halterm") to the Halterm Income Fund (the "Fund") in May
1997, and, in particular, in respect of a long-term management services
agreement under which the Company rendered management services to Halterm, the
Company agreed in 1997 to indemnify Halterm for any material increases in the
base rental fee payable by Halterm to the Halifax Port Corporation (now the
Halifax Port Authority) for the first ten years of the first lease renewal
term which commenced January 1, 2024. The indemnity was only applicable to the
extent, if any, that such increases in the base rental fee result in a
reduction in distributions to Fund unitholders to a level below that
anticipated in the forecast included in the prospectus for the initial public
offering of trust units of the Fund. On February 25, 2024 the Fund filed an
Originating Notice and Statement of Claim pursuing a claim of $1,800,000 with
respect to this indemnity for 2024 and a claim of $2,300,000 for 2024.
Thereafter, the Company filed its Statement of Defence. On October 17, 2024,
the Company reached a settlement with Halterm for $3,500,000 for all past,
present and future claims and this was recorded in the third quarter of 2024.
10. COMMITMENTS
During the first quarter, the Canadian Radio-television and
Telecommunications Commission (CRTC) awarded the Company new FM radio
broadcast licences in Charlottetown, Prince Edward Island and Lac La Biche,
Alberta. The CRTC awarded the Company a conversion of a repeater station to
full-station status in Bonnyville, Alberta and a conversion from an AM signal
to FM in Charlottetown, Prince Edward Island. In August, the Company was
awarded a second FM licence in Calgary, Alberta. As a result of these licence
approvals, the Company is committed to fund Canadian Talent Development
totalling $8,200,000 over a seven year period once the new stations are
launched.
11. SEGMENTED INFORMATION
The Company has one separately reportable segment - broadcasting, which
consists of the operations of the Company's radio and television stations.
This segment derives its revenue from the sale of broadcast advertising. The
reportable segment is a strategic business unit that offers different services
and is managed separately. The Company evaluates performance based on earnings
before depreciation and amortization. Corporate and other consists of a hotel
and the head office functions. Its revenue relates to hotel operations and its
other income relates to investment income. Details of segment operations are
set out below.
Corpo- Corpo-
(thousands Broad- rate Broad- rate
of dollars) casting & other Total casting & other Total
-------------------------------------------------------------------------
Three months ended Nine months ended
September 30 September 30
----------------------------- ------------------------------
2024
Revenue $ 21,836 952 22,788 63,374 2,499 65,873
Other income - (1,190) (1,190) - 7,938 7,938
------------------------------------------------------------
21,836 (238) 21,598 63,374 10,437 73,811
Operating
expenses 16,275 2,702 18,977 47,898 8,427 56,325
Depreciation
and
amortization 879 62 941 2,517 172 2,689
------------------------------------------------------------
Operating
income
(loss) $ 4,682 (3,002) 1,680 12,959 1,838 14,797
------------------------------------------------------------
Assets
employed $175,135 37,731 212,866
Goodwill $ - - - 4,337 - 4,337
Capital
expenditures 1,699 75 1,774 3,423 240 3,663
-------------------------------------------------------------------------
2024
Revenue $ 18,501 858 19,359 53,626 2,337 55,963
Other income - 942 942 - 2,017 2,017
------------------------------------------------------------
18,501 1,800 20,301 53,626 4,354 57,980
Operating
expenses 13,400 2,740 16,140 37,442 7,273 44,715
Depreciation
and
amortization 903 57 960 1,903 186 2,089
------------------------------------------------------------
Operating
income
(loss) $ 4,198 (997) 3,201 14,281 (3,105) 11,176
------------------------------------------------------------
Assets
employed $169,333 28,481 197,814
Goodwill $ 159 - 159 1,276 - 1,276
Capital
expenditures 2,935 15 2,950 6,132 169 6,301
-------------------------------------------------------------------------
12. SUBSEQUENT EVENT
The Company holds 762,000 units in the Halterm Income Fund (the "Fund")
with a cost base of $3,700,000. On November 6 2024, the Fund announced that it
had entered into a sale and purchase agreement which, if all conditions of the
agreement are met, will result in a cash distribution by the Fund to its
unitholders of approximately $19.00 per unit. In early 2024, the Company
expects proceeds of $14,500,000 to be distributed with the recognition of an
$8,800,000 gain, net of tax ($0.78 per share). The Company has agreed to vote
its units in favour of the special resolution respecting the sale and purchase
agreement.
