TORONTO, Aug. 9, 2023
/CNW/ - Boat Rocker Media Inc. ("Boat Rocker" or the
"Company") (TSX: BRMI), an independent, integrated global
entertainment company, today reported its financial results for the
three months ended June 30, 2023
("second quarter" or "Q2"). The Company's consolidated financial
statements and accompanying notes and Management's Discussion and
Analysis ("MD&A") for the three and six months ended
June 30, 2023 and 2022 are
available under the Company's profile on SEDAR (www.sedar.com). All
dollar amounts are expressed in Canadian currency, unless otherwise
noted. Certain metrics, including those expressed on an adjusted
basis, are non-IFRS measures (see "Non-IFRS Measures" below).
Selected Financial
Highlights
- Total revenue of $128.7 million
for Q2 2023 versus $65.4 million for
Q2 2022, an increase of 96.7%. Year-to-date revenue increased 85.7%
from $112.3 million to $208.5 million.
- Adjusted EBITDA1 of $5.4
million for Q2 2023 compared to $8.1
million for Q2 2022, and year-to-date Adjusted EBITDA
increase of 73.2% from $2.1 million
to $3.7 million.
- Net loss of $5.8 million for Q2
2023 vs. net income of $4.6 million
for Q2 2022.
- Debt-free2 with total cash at June 30, 2023 of $57.0
million.
"Our second quarter results illustrate the strong year over year
trajectory Boat Rocker is on, with improving overall performance"
said John Young, Chief Executive
Officer of Boat Rocker. "While the Company is gaining momentum,
uncertainties in our macro environment, notably the current WGA and
SAG-AFTRA labour actions, are having a dampening effect. Although
the strikes make for a more challenging 2023, our diversified
business, healthy balance sheet, and recently streamlined Studio
operations enable us to stay flexible, resilient, and an effective
partner for content creators and buyers internationally. These
factors, along with the delivery of our scripted slate as planned,
give us confidence that Boat Rocker can continue to generate strong
results."
_________________________________
|
1 This is a
Non-IFRS measure. For more information on non-IFRS financial
measures, see "Non-IFRS Measures" and "Reconciliation of Non-IFRS
Measures" below and see "Non-IFRS Financial Measures" in the
Company's MD&A for the three and six months ended June 30,
2023.
|
2 The
Company currently has no corporate term debt, only interim
production financing (including through two borrowing base
facilities) in the ordinary course of operations.
|
Selected Content
Highlights
In 2023, Boat Rocker is producing high-quality scripted,
unscripted and Kids and Family titles for major buyers around the
world including Netflix, Apple TV+, Amazon Prime, AMC, Roku, Disney
and Discovery+, as well as key domestic platforms including CTV,
CBC and Global. At the end of Q2, Boat Rocker had 34 shows in
various stages of production.
Recent highlights include:
General:
- Secured the number one spot on leading Canadian media industry
publication Playback's 2023 Indie List. The annual list
measures production and development by volume on a calendar year
basis, including service production.
Television
- The much anticipated second season of Invasion will
premiere on Apple TV+ on August
23.
- Pretty Baby: Brooke
Shields (ABC News, Hulu) was nominated for two Prime
Time Emmy Awards for Best Directing and Best Editing.
- The Marriage Pact from Boat Rocker's Maven, premiered on
The Roku Channel on August 4.
- Drag Me to Dinner, starring Neil
Patrick Harris, premiered on Hulu on May 31.
- Downey's Dream Cars, starring Robert Downey Jr., premiered on Max on
June 22.
- Feature documentary BS High premiered at New York's Tribeca Film Festival and will
launch on HBO on August 23.
Kids and Family
- Dino Ranch season 3 will
premiere on Disney+ in September.
- French company Microids is manufacturing a Dino Ranch video game entitled
Dino Ranch – Ride to the
Rescue. It will be available October
12 on Nintendo Switch in physical and digital editions.
- Producing the new animated comedy-mystery series The
Sunnyridge 3 for Disney EMEA.
- Season seven of The Loud House premiered on Nickelodeon
on May 19.
- Animated show Praise Petey premiered on Hulu on
July 21.
Representation
- Untitled clients won four major Tony Awards: Victoria Clark (Best Leading Actress in a
Musical: Kimberly Akimbo), Bonnie
Milligan (Best Featured Actress in a Musical: Kimberly
Akimbo), Michael Arden (Best
Direction of a Musical: Parade) and LaChanze (Producer of
Best Musical, Kimberly Akimbo, and Producer of Best Play
Revival, Topdog/Underdog).
- Client David Corenswet is set to
star as Superman in DC Studios' new franchise film Superman:
Legacy.
- Clients Christina Ricci and
Jane Krakowski will each get a star
on the Hollywood Walk of Fame.
- Untitled clients were nominated for four Primetime Emmy Awards:
Rhea Seehorn for Outstanding
Supporting Actress in a Drama Series (Better Call
Saul), Nathalie Emmanuel
for Outstanding Actress in a Short Form Comedy or Drama Series
(Die Hart 2: Die Harter), Juliette
Lewis for Outstanding Supporting Actress in a Limited or
Anthology Series or Movie (Welcome to Chippendales) and
Chris Rock for Best Variety Special
(Live) (Chris Rock: Selective
Outrage).
Selected Financial
Information
(Amounts in thousands
CAD)
|
Three months ended
June 30,
|
|
2023
|
|
2022
|
%
change
|
Revenue
|
|
|
|
|
Television
|
102,003
|
|
36,736
|
178 %
|
Kids and
Family
|
18,662
|
|
19,112
|
(2) %
|
Representation
|
8,063
|
|
9,585
|
(16) %
|
Total
revenue
|
128,728
|
|
65,433
|
97 %
|
Net income
(loss)
|
(5,819)
|
|
4,557
|
(228) %
|
Adjusted
EBITDA*
|
5,438
|
|
8,147
|
(33) %
|
(Amounts in thousands
CAD)
|
Six months ended
June 30,
|
|
2023
|
|
2022
|
%
change
|
Revenue
|
|
|
|
|
Television
|
156,463
|
|
55,489
|
182 %
|
Kids and
Family
|
34,333
|
|
38,615
|
(11) %
|
Representation
|
17,692
|
|
18,178
|
(3) %
|
Total
revenue
|
208,488
|
|
112,282
|
86 %
|
Net income
(loss)
|
(15,293)
|
|
(7,775)
|
(97) %
|
Adjusted
EBITDA*
|
3,667
|
|
2,117
|
73 %
|
Corporate Update
As part of its ongoing capital allocation strategy, the
Company's Board of Directors has approved Boat Rocker filing with
the Toronto Stock Exchange ("TSX") a notice of intention to renew
its normal course issuer bid ("NCIB"). The Company's current NCIB
expires on August 31, 2023. The
notice will be subject to regulatory approval by the TSX and there
can be no assurance that it will be accepted. The Company reviews
its capital allocation strategy on an ongoing basis and given the
trading price in the Company's stock and the volatility in the
markets, management and the Board believe that the market price of
the Company's Subordinate Voting Shares does not reflect the
intrinsic value of the Company and the repurchase of the stock
would be in the best interests of the Company and its shareholders
and would represent an attractive and appropriate use of available
funds.
Financial Review
Revenue for Q2 2023 was $128.7 million versus $65.4 million in Q2 2022, an increase of
$63.3 million or 96.7%. Revenue
for the six months ended June 30,
2023 was $208.5 million
compared to $112.3 million for
the same period of 2022, an increase of $96.2 million or 86%. This significant rise
in each period is principally owing to the delivery of several
episodes of scripted dramas. Premium scripted dramas have higher
average revenue per episode than the Company's Unscripted and Kids
and Family shows. The revenue increase in the Television
segment was offset by modest decreases in revenue in both the Kids
and Family and Representation segments.
Adjusted EBITDA* for the three months ended June 30, 2023 was $5.4 million versus $8.1 million for the same period in Q2 2022.
Adjusted EBITDA for the six months ended June 30, 2023 was $3.7
million compared with $2.1
million in the same period in 2022, a 73% increase.
Net loss for the three months ended June
30, 2023 of $5.8 million
compared to a net income of $4.6
million for the same period in Q2 2022. Net loss for
the six months ended June 30, 2023
was $15.3 million compared to a net
loss of $7.8 million for the same
period of 2022.
The following table presents the reconciliation from cash used
in operating activities to Free Cash Flow* and Free Cash Flow
Attributable to Owners of the Company* for the six months ended
June 30, 2023 and 2022:
(Amounts in
thousands CAD)
|
|
Six months ended
June 30,
|
|
|
2023
|
|
2022
|
|
$
change
|
|
%
change
|
|
|
|
|
|
|
|
|
|
Cash provided by (used
in) operating activities
|
|
$
3,620
|
|
$
(39,231)
|
|
$ 42,851
|
|
109 %
|
Proceeds from interim
production financing
|
|
84,426
|
|
93,374
|
|
(8,948)
|
|
(10) %
|
Repayments of interim
production financing
|
|
(108,127)
|
|
(39,203)
|
|
(68,924)
|
|
(176) %
|
Repayment of lease
liabilities
|
|
(4,047)
|
|
(3,737)
|
|
(310)
|
|
(8) %
|
Acquisition of property
and equipment
|
|
(886)
|
|
(682)
|
|
(204)
|
|
(30) %
|
Free Cash
Flow*
|
|
$
(25,014)
|
|
$
10,521
|
|
$
(35,535)
|
|
338 %
|
Less: distributions to
non-controlling interest shareholders
|
|
(4,485)
|
|
(3,587)
|
|
(898)
|
|
(25) %
|
Free Cash Flow
Attributable to Owners of the Company*
|
|
$
(29,499)
|
|
$
6,934
|
|
$
(36,433)
|
|
525 %
|
Total cash at June 30, 2023 was
$57.0 million, of which $27.1 million represents Cash Available for Use*.
The following table presents the breakdown of cash as at
June 30, 2023 and December 31, 2022:
(Amounts in thousands
CAD)
|
June 30,
2023
|
|
December 31,
2022
|
|
$
change
|
|
%
change
|
Cash Available for
Use*
|
$
27,072
|
|
$
31,524
|
|
$ (4,452)
|
|
(14) %
|
Cash Required for Use
in Productions*
|
29,940
|
|
54,270
|
|
(24,330)
|
|
(45) %
|
Total
cash
|
$
57,012
|
|
$
85,794
|
|
$
(28,782)
|
|
(34) %
|
*This is a Non-IFRS
measure. For more information on non-IFRS financial measures, see
"Non-IFRS Measures" and "Reconciliation of Non-IFRS Measures" below
and see "Non-IFRS Financial Measures" in the our MD&A for the
three and six months ended June 30, 2023.
|
Outlook
Boat Rocker continues to target modest Adjusted EBITDA growth
over the prior year as it anticipates delivering the balance of all
episodes of the seven premium scripted shows that it commenced
producing in 2022 and ramps up international distribution of those
titles. However, the Company is facing macro
uncertainties outside of its control. Chiefly, if the U.S.
actors' and writers' guild strikes are prolonged into the fall of
this year, they will impact Boat Rocker's Representation and
Television segments, therefore moderating the Company's outlook for
2023 and potentially impacting its results for 2024.
Despite these challenges, Boat Rocker believes that it is well
positioned to successfully operate in a changing media and
entertainment landscape. The Company has a multi-genre content
creation engine, long track record of delivering programming at all
budget levels to broadcasters and streamers internationally and
highly diversified business lines across type and geography.
Coupled with pro-active cost management, streamlined studio
operations and strong discipline on investment spending, Boat
Rocker anticipates it will continue to invest in owned IP and grow
its content library, while generating positive free cash flow and
remaining debt free** in 2023.
The Company's expected performance in 2023 is based on certain
assumptions that are outlined in the Company's annual MD&A
dated March 30, 2023 and quarterly
MD&A dated August 9, 2023, and
subject to certain risks as outlined in the Company's Annual
Information Form for the year ended December
31, 2022.
*This is a Non-IFRS
measure. For more information on non-IFRS financial measures, see
"Non-IFRS Measures" and "Reconciliation of Non-IFRS Measures" below
and see "Non-IFRS Financial Measures" in the our MD&A for the
three and six months ended June 30, 2023.
|
**Other than interim
production financing (including through two borrowing base
facilities) in the ordinary course of operations.
|
Fiscal 2023 Second Quarter
Conference Call
Boat Rocker management will host a conference call to discuss
its fiscal first quarter financial results at 8:30 a.m. EDT on August 9,
2023.
To rapidly join the call without operator assistance please
visit https://emportal.ink/3XNUd2V
To participate in the call, dial 416-764-8650 or 888-664-6383
using the conference ID 09237306.
The audio webcast can be accessed at:
https://www.boatrocker.com/investor-relations/events-and-presentations/default.aspx.
Listeners should access the webcast or call 10-15 minutes before
the start time to ensure they are connected.
About Boat Rocker
Boat Rocker (TSX: BRMI) is the home for creative visionaries. An
independent, integrated global entertainment company, Boat Rocker's
purpose is to tell stories and build iconic brands across all
genres and mediums. With offices around the world, Boat Rocker's
creative and commercial capabilities include Scripted, Unscripted,
and Kids & Family television production, distribution, brand
& franchise management, a world-class animation studio, and
talent management through Untitled Entertainment. A selection of
Boat Rocker's projects include: Invasion (Apple TV+),
Pretty Baby: Brooke Shields
(Hulu), Downey's Dream Cars (Max), Slip
(Roku), Orphan Black (BBC AMERICA, CTV Sci-Fi Channel),
Dear… (Apple TV+), Billie Eilish: The World's a Little
Blurry (Apple TV+), The Next Step (BBC, Family Channel,
CBC), Daniel Spellbound (Netflix), and Dino Ranch (Disney+, Disney Junior, CBC).
For more information, please visit www.boatrocker.com.
Non-IFRS Measures
This press release makes reference to certain non-IFRS measures.
These measures are not recognized measures under IFRS, do not have
a standardized meaning prescribed by IFRS and are therefore
unlikely to be comparable to similar measures presented by other
companies. Accordingly, they should not be considered in isolation
nor as a substitute for analysis of the Company's financial
information reported under IFRS. The intent of using non-IFRS
measures is to provide investors with supplemental measures of the
Company's operating performance and thus highlight trends in its
core business that may not otherwise be apparent when relying
solely on IFRS financial measures, in addition to providing a
greater understanding of the Company's liquidity position and
available financial resources. The Company's management uses
non-IFRS measures in order to facilitate operating performance
comparisons from period to period, to prepare annual operating
budgets, and to determine components of management compensation.
The Company also believes that securities analysts, investors and
other interested parties frequently use non-IFRS measures in the
evaluation of issuers.
Definitions and reconciliations of non-IFRS measures to the
relevant reported measures can be found in our MD&A. Such
reconciliations can also be found in this press release under the
heading Reconciliation of Non-IFRS Measures. The non-IFRS measures
the Company uses include: EBITDA, Adjusted EBITDA, Adjusted EBITDA
Margin, Cash Available for Use, Cash Required for Use in
Productions, Free Cash Flow and Free Cash Flow Attributable to
Owners of the Company.
EBITDA is defined as net income or loss before
interest, taxes, depreciation, amortization of property and
equipment, right-of-use assets and other intangible assets.
Adjusted EBITDA is defined as EBITDA before certain
expenses, costs, charges or benefits incurred in the period which
in management's view are not indicative of continuing operations,
including: amortization of non-cash program intangibles, change in
fair value of other financial liabilities related to put options,
certain other financial liabilities, convertible debt and
contingent consideration, share-based compensation, professional
and consulting fees relating to non-core operating activities,
non-recoupable COVID-19 costs, goodwill impairment, reorganization
costs, loss on debt modifications, gain on settlement of loans and
borrowings, gain or loss on sale of assets, unrealized gains or
losses on foreign exchange, unrealized gains or losses on forward
currency contracts, and other costs not indicative of the Company's
core operating results. Adjusted EBITDA is used by management as a
measure of the Company's operating performance.
Adjusted EBITDA Margin is defined as Adjusted EBITDA
divided by revenue, expressed as a percentage.
Cash Available for Use is defined as the total cash
of the Company less Cash Required for Use in Productions. Cash
Available for Use funds ongoing working capital requirements,
principal and interest payments on corporate debt as well as
ongoing development and growth efforts and thus is an important
liquidity measure that management uses to monitor the business on
an ongoing basis.
Cash Required for Use in Productions is defined as
cash required for the funding of productions in progress that is
not considered by the Company to be available for other uses. The
cash is not legally restricted and has not been classified as
Restricted Cash on the consolidated statement of financial
position. This cash has been provided by buyers and third-party IP
owners that have engaged the Company to provide services, as well
as banks with whom Boat Rocker has contracted to provide interim
production financing. Management uses the amount of Cash Required
for Use in Productions to determine the Company's Cash Available
for Use.
Free Cash Flow is defined as cash flow provided by or
used in operations adjusted for proceeds and repayment of interim
production financing, repayment of lease liabilities and cash used
to purchase property and equipment. Free Cash Flow is a key metric
used by the management that measures the Company's ability to repay
debt, finance strategic business acquisitions and investments, pay
dividends and repurchase shares.
Free Cash Flow Attributable to Owners of the Company is
defined as Free Cash Flow less distributions made to
non-controlling interests. Distributions to non-controlling
interests are made out of the operating cash flows of the
consolidated entities that contain the non-controlling interests,
and accordingly management believes that deducting these cash
outflows from Free Cash Flow is an important measure when
considering Free Cash Flow available to shareholders of the
Company.
Forward-Looking
Statements
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events.
Forward-looking information is based on a number of assumptions,
many of which are beyond the Company's control. Such assumptions
include, but are not limited to, the factors discussed under
"Outlook" in the Company's annual MD&A dated March 30, 2023. Forward-looking information is
also subject to a number of specific and general risks. A
comprehensive summary of the risks and uncertainties that may
affect the business of the Company is set out in the Company's
Annual Information Form for the year ended December 31, 2022. The risks and uncertainties
described therein are not the only ones Boat Rocker faces.
Additional risks and uncertainties not presently known to the
Company or that it currently believes to be immaterial may also
materially adversely affect the Company's business, assets,
liabilities, financial condition, results of operations, prospects,
cash flows and the value and future trading price of the
Subordinate Voting Shares. Boat Rocker does not undertake any
obligation to update forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required under applicable securities laws.
Reconciliation of Non-IFRS
Measures
The Company uses the non-IFRS measure Adjusted EBITDA to
evaluate performance. The following table presents the
reconciliation from net income (loss) to Adjusted EBITDA for the
three months ended June 30, 2023 and
2022:
(Amounts in thousands
CAD)
|
|
Three Months Ended
June 30,
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
(5,819)
|
|
4,557
|
Amortization of
property and equipment, right-of-use assets and other
intangible
assets
|
|
3,771
|
|
4,413
|
Finance costs,
net
|
|
1,935
|
|
1,316
|
Income
taxes
|
|
1,267
|
|
652
|
EBITDA*
|
|
1,154
|
|
10,938
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
Change in fair value
of contingent consideration1
|
|
—
|
|
(6,533)
|
Change in fair value
of unsettled forward exchange contracts2
|
|
(145)
|
|
867
|
Change in fair value
of other financial liabilities3
|
|
1,580
|
|
1,476
|
Unrealized losses on
foreign exchange4
|
|
1,100
|
|
334
|
Amortization of
acquired program intangibles5
|
|
235
|
|
630
|
IPO and
transaction-related costs6
|
|
40
|
|
—
|
Share-based
compensation7
|
|
1,163
|
|
370
|
Reorganization
costs8
|
|
311
|
|
65
|
Adjusted
EBITDA*
|
|
5,438
|
|
8,147
|
* See "Non-IFRS
Measures"
|
Note: Adjusted EBITDA as previously reported included the
unrealized gains and losses on foreign exchange other than the
change in fair value of unsettled forward exchange contracts.
Management considers that all unrealized gains or losses on foreign
exchange should be excluded from Adjusted EBITDA as they are not
reflective of the Company's performance until such time that the
amounts become realized. Adjusted EBITDA for the three months ended
June 30, 2022 as previously reported
was $7,813.
____________________________________
|
1 Change in
value of contingent consideration represents the non-cash expense
associated with certain acquisitions.
|
2 Change in
fair value of the unrealized forward currency contracts.
|
3 Change in
fair value of other financial liabilities represents the non-cash
expenses on certain put options and accretion and and changes in
fair value on other liabilities.
|
4 Movements
in balances denominated in non-functional currencies not yet
realized through settlement.
|
5
Amortization of program intangibles acquired in business
combinations included in production, distribution and service
costs.
|
6 Includes
professional fees and other expenses related to transactions such
as the Company's IPO, acquisitions, and special projects which are
not related to or are not reflective of regular business
operation.
|
7 Non-cash
expenses associated with share-based compensation granted to
certain officers, directors and employees.
|
8
Restructuring charges primarily related to personnel
costs.
|
The following table presents the reconciliation from net income
(loss) to Adjusted EBITDA* for the six months ended June 30, 2023 and 2022:
(Amounts in thousands
CAD)
|
|
Six Months Ended
June 30,
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
(15,293)
|
|
(7,775)
|
Amortization of
property and equipment, right-of-use assets and other
intangible
assets
|
|
7,532
|
|
8,772
|
Finance costs,
net
|
|
3,491
|
|
2,552
|
Income
taxes
|
|
1,106
|
|
(100)
|
EBITDA*
|
|
(3,164)
|
|
3,449
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
Change in fair value
of contingent consideration9
|
|
—
|
|
(6,533)
|
Change in fair value
of unsettled forward exchange contracts10
|
|
(418)
|
|
(482)
|
Change in fair value
of other financial liabilities11
|
|
3,117
|
|
2,791
|
Unrealized losses on
foreign exchange12
|
|
1,378
|
|
465
|
Amortization of
acquired program intangibles13
|
|
600
|
|
1,260
|
IPO and
transaction-related costs14
|
|
40
|
|
—
|
COVID-19 related
costs15
|
|
129
|
|
—
|
Share-based
compensation16
|
|
1,437
|
|
1,007
|
Reorganization
costs17
|
|
548
|
|
160
|
Adjusted
EBITDA*
|
|
3,667
|
|
2,117
|
* See "Non-IFRS
Measures"
|
Note: Adjusted EBITDA as previously reported included the
unrealized gains and losses on foreign exchange other than the
change in fair value of unsettled forward exchange contracts.
Management considers that all unrealized gains or losses on foreign
exchange should be excluded from Adjusted EBITDA as they are not
reflective of the Company's performance until such time that the
amounts become realized. Adjusted EBITDA for the six months ended
June 30, 2022 as previously reported
was $1,652.
__________________________________
|
9 Change in
value of contingent consideration represents the non-cash expense
associated with certain acquisitions.
|
10 Change in
fair value of the unrealized forward currency contracts.
|
11 Change in
fair value of other financial liabilities represents the non-cash
expenses on certain put options and accretion and changes in fair
value on other liabilities.
|
12 Movements
in balances denominated in non-functional currencies not yet
realized through settlement.
|
13
Amortization of program intangibles acquired in business
combinations included in production, distribution and service
costs.
|
14
Includes professional fees and other expenses related to
transactions and special projects which are not related to or are
not reflective of regular business operations.
|
15
Incremental non-recoupable production costs specifically incurred
due to COVID-19.
|
16 Non-cash
expenses associated with share-based compensation granted to
certain officers, directors and employees.
|
17
Restructuring charges primarily related to personnel
costs.
|
SOURCE Boat Rocker Media Inc.