Loyalist Group Limited

Loyalist Group Limited

June 09, 2015 10:07 ET

Loyalist Announces 2014 Annual Financial Results, Q1 2015 Financial Results and Management and Board Changes

TORONTO, ONTARIO--(Marketwired - June 9, 2015) - Loyalist Group Limited ("Loyalist" or the "Company") (TSX VENTURE:LOY) today announced financial results for the year ended December 31, 2014 and for the fiscal quarter ended March 31, 2015.


Revenue for 2014 was a record $64.9 million, an increase of 112% over 2013.

Revenues continue to rise as a result of acquisitions closed through December 31, 2014.

"As I look at this business I see both temporary negatives and lasting positives," said Chief Operating Officer Shawn Klerer. "The negatives include costs that are too high, managerial processes that lack rigour, and a drop in Q1 revenue. The positives include a solid base of schools, strong organic growth, and highly valuable assets that can be monetized in the near term. Revenue in the first quarter fell year-over-year partly as a result of our rebranding exercise that led to the closing of some smaller, less profitable schools. As of April, these schools have been integrated into other schools and we expect profitability to improve.

"The Company's near-term focus will be on cutting costs, improving profitability, and unlocking the value of certain valuable assets, including, but not limited to, student housing. I have spent the past few weeks, while assisting in the audit, examining Loyalist's business and cost-structure and believe that we can improve the Company's bottom line meaningfully through cost cuts alone," said newly appointed Chief Financial Officer Frank Salvati.

"I'm very excited about the growth prospects for our student-housing unit. We continue to advance our initiatives through a two-stage process to create and surface the significant value embedded in Loyalist's large and attractive base of overseas students," said Shant Poladian, who will lead the housing subsidiary, which will be spun out of Loyalist."

"There is plenty of work to do on integration and the expense side of the equation to drive profitability. Fourth quarter results for 2014 include a number of non-recurring expenses and are not necessarily indicative of run-rate expectations going forward," said Shawn Klerer. "The key objective for 2015 is a renewed focus on profitability with an emphasis on reducing the cost of operations and improving margins. Some initiatives have already been implemented and I will be spending the next 90 days uncovering additional opportunities to streamline operations and launching our previously announced student housing initiative."

The following table summarizes and compares full results, year over year:

2014 2013 % Change
Revenue $ 64,930,950 $ 30,682,269 +112 %
Gross Profit $ 22,430,505 $ 11,028,527 +103 %
Income From Operations $ (3,916,543 ) $ 1,845,650 -312 %
Net Income $ (19,520,579 ) $ 1,845,444 -1,158 %
Adjusted EBITDA* $ 2,112,564 $ 3,702,946 -43 %
*Adjusted EBITDA, a non-IFRS measure used by management to act as an indicator of its core operating business; is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for integration, restructuring and acquisition costs, and loss on foreign exchange.

The following table summarizes and compares three month results for the periods ended December 31, year over year:

2014 2013 % Change
Revenue $ 12,405,018 $ 10,818,130 +15 %
Gross Profit $ 184,560 $ 2,340,956 -92 %
Income From Operations $ (9,379,785 ) $ (1,032,136 ) -809 %
Net Income $ (24,307,355 ) $ (1,119,875 ) -2071 %
Adjusted EBITDA* $ (6,166,900 ) $ (739,438 ) -734 %
*Adjusted EBITDA, a non-IFRS measure is used by management to act as an indicator of its core operating business; is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for integration, restructuring and acquisition costs, and loss on foreign exchange.

Loyalist achieved a number of its corporate goals for 2014:

  • Closed on accretive acquisitions:
    • Study English in Canada and Upper Career College of Business and Technology completed in February 2014.
    • Uhak.com, a South Korean based student recruiting agency, completed in December 2014.
  • Announced an accretive acquisition:
    • Kim Okran International Studies Centre, a South Korean based student recruiting agency. The transaction closed in January 2015.
  • Closed on finance offerings to support the Company's acquisition pipeline:
    • Closed $10.0 million bought deal private placement in January 2014.
    • Closed $18.5 million credit facility, including a $15.0 million term loan acquisition facility in November 2014.
  • Continued to centralize all accounting functions in the Company's corporate office and roll out the Company's custom-built ERP system to provide standardization of the Company's student database, billing/collection and human resource functions across all schools.

As disclosed in the audited financial statements and management's discussion & analysis for the year ended December 31, 2014, the Company is not in compliance with certain covenants in its operating credit facility. Management is actively working to address these compliance issues. The Company's senior lender has not taken any formal action to exercise its rights or remedies under the credit facility and is currently working with the Company to address these issues.


The following table summarizes and compares the three month results for the period ended March 31, 2015, year over year:

2015 2014 % Change
Revenue $ 12,439,330 $ 15,714,747 -21 %
Gross Profit $ 2,003,543 $ 6,555,981 -69 %
Income From Operations $ (5,374,673 ) $ 1,306,618 -511 %
Net Income $ (5,966,936 ) $ 1,562,658 -482 %
Adjusted EBITDA* $ (2,995,654 ) $ 2,069,422 -245 %
*Adjusted EBITDA, a non-IFRS measure is used by management to act as an indicator of its core operating business; is defined as earnings.

Management and Board Changes

The Company is pleased to announce two executive management appointments:

  • Shawn Klerer, currently Chief Operating Officer, will be promoted to President and Chief Executive Officer, replacing Andrew Ryu. "Shawn made an immediate positive impact when he joined Loyalist in early April with his operations, finance, and senior management experience, I am confident that Shawn's leadership capabilities will help drive Loyalist to the next level" said former CEO Andrew Ryu. "As a founder and one of Loyalist's largest shareholders, I am proud of what we have accomplished in five short years, but I also recognize significant value can be unlocked through strengthening our senior management team." Mr. Klerer is a seasoned executive and leader with over 20 years of experience in operations, finance and management and has found success in similar situations. Mr. Klerer's experience includes:
    • Chief Executive Officer and Chief Financial Officer, Mash Media Solutions Inc.
    • SVP & Chief Financial Officer, Purolator Courier Limited
    • VP & GM, American Express Business Travel
    • Chief Financial Officer, American Express Canada Inc.
  • Frank Salvati has been appointed the Chief Financial Officer of the Company, replacing Doug Chornoboy, who is stepping down to address personal matters. Mr. Salvati is a seasoned financial executive with over 30 years of experience in finance, consulting and strategy. Mr. Salvati holds a C. DIR. - Chartered Directors Degree, specializing in corporate governance, an MBA - International Business, is a Certified Fraud Examiner, a Certified Public Accountant, and a Chartered Professional Accountant (previously known as Chartered Accountant). Mr. Salvati's experience includes:
    • Managing Director of Strategy of Tri-Media Group of Companies
    • Chief Financial Officer of Silver Eagle Mines Inc.
    • Chief Financial Officer of TVN Niagara Inc.
    • Chief Financial Officer of Synergy Business Enterprises Inc.

Both appointments are effective immediately.

Founder Andrew Ryu will assist with the senior management transition as an advisor to the Company. "I wish to thank Andrew for all he has done to lead Loyalist to where it is today," said Chairman Hon. James Peterson.

In addition, the Company announces that Doug Conick and Paul De Luca have resigned as directors of the Company and that Paul Haber has been appointed as a director of the Company.

Mr. Haber has been involved in corporate finance and capital markets for over 18 years. He has helped many companies navigate the IPO/RTO process and has participated in numerous M&A and financing transactions.

Mr. Haber currently sits on the board of directors of TriMetals Mining Inc. (TSX:TMI), and Chinapintza Mining Corp. (TSX VENTURE:CPA). Mr. Haber is a past director of High Desert Gold Corporation, China Health Labs & Diagnostics Ltd., IND Dairytech Inc., and Migao Corporation. Mr. Haber is also active in the TSX Venture Capital Pool Company program having helped found the Black Birch Capital Acquisition series of CPCs as well as many others.

About Loyalist

Loyalist Group Limited owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver, Victoria and Halifax and student recruiting agencies in South Korea.

Forward-Looking Statements

This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken, "will continue", "will occur" or "will be achieved".
The forward-looking information contained herein includes information relating to the Company's operating results. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results, including but not limited to: risks related to any of the Company's announced or proposed acquisitions failing to close or becoming delayed before closing; the Company 's reliance on its South Korean contract; carrying on business and activities in international jurisdiction where Canadian laws do not apply; the Company's ability to service its outstanding indebtedness and the impact of that indebtedness on the Company's ability to raise additional capital, fund operations or meet business objectives; any loss of certain key personnel; levels of student enrolment; delays in rolling out the online education programs; competition in the educational services market; and currency fluctuations. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on any forward-looking information or statements contained in this press release. The forward-looking information contained in this press release is made as of the date hereof, and the Company does not undertake to update any forward-looking information that is contained or referenced herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. All subsequent written and oral forward looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

Caution Regarding Non-IFRS Financial Measures - The Company references adjusted EBITDA in this press release, which does not have a standardized meaning as prescribed by International Financial Reporting Standards ("IFRS"). This non-IFRS measure is unlikely to be comparable to similar measures presented by other issuers, and has been presented in this press release in order to provide shareholders and potential investors with additional information regarding the Company. This non-IFRS measure should not be considered in isolation or as a substitute for, or more meaningful than, measures prepared in accordance with IFRS, such as net income (loss) or cash flow from operating activities. Please refer to the Company's Management's Discussion and Analysis as at and for the year ended December 31, 2014 for a reconciliation of this non-IFRS measure to measures prescribed by IFRS.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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