Boat Rocker Media Reports Fourth Quarter and Full Year 2024 Financial Results

TORONTO, April 1, 2025 /CNW/ - Boat Rocker Media Inc. ("Boat Rocker" or the "Company" or "BRMI") (TSX: BRMI), an independent, integrated global entertainment company, today reported its financial results for the three months ended December 31, 2024 ("fourth quarter" or "Q4") and the full year ended December 31, 2024. The Company's audited consolidated financial statements and accompanying notes and Management's Discussion and Analysis ("MD&A") for the three months and year ended December 31, 2024 and 2023 are available under the Company's profile on SEDAR+ (www.sedarplus.ca). 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).

Financial Highlights¹

• Q4 2024 Adjusted EBITDA² of $7.0 million versus $7.6 million in 2023. Full year 2024 Adjusted EBITDA¹ of $8.2 million versus $32.6 million in the prior year period.
• Q4 2024 net loss of $36.2 million versus a net loss of $3.1 million in Q4 2023. Full year 2024 net loss of $14.8 million, versus a net loss of $26.9 million in the prior year period.
• Q4 2024 revenue of $66.1 million versus $58.9 million in Q4 2023. Full year 2024 revenue of $193.5 million versus $446.3 million in the prior year period.
• Debt-free³ with total cash at December 31, 2024 of $86.5 million, including $56.6 million of Cash Available for Use¹.
• Total non-cash impairment charges in Q4 2024 of $48.0 million and $56.4 million in the full year 2024 include impairment in goodwill, investment in content in the Television segment and investment in the Company's venture assets.

Statement on Q4 and Full Year 2024 from Boat Rocker Media CEO John Young

"The continuing impact of macroeconomic headwinds is evident in our fourth quarter and full year results. While service production performed well across our business units, other areas, notably scripted production, did not meet historical levels. Here, the effect of pullbacks in spending with buyers delaying development and production orders and industry players continuing to consolidate and cut costs is undeniable. In order to forge a path back to growth, the Company has focused on investment in distribution and rights management for our own and third party IP. These investments, however, take time to realize, and are not without risk. In light of broader market pressures and the lack of renewals for the Company's premium scripted series produced during more favourable industry conditions, the Company has taken a write-down on its goodwill and investment in content assets. While we continue to believe that Boat Rocker's long-term strategy should generate shareholder value, the short-term continues to pose challenges. It is in this context that the Company recently announced the proposed reverse takeover and management buyout transactions."

PROPOSED REVERSE TAKEOVER BY BLUE ANT MEDIA INC. AND MANAGEMENT BUYOUT

On March 24, 2025, the Company announced that it had entered into definitive agreements (the "Definitive Agreements") in respect of a transaction (the "Transaction") pursuant to which Blue Ant Media Inc. ("Blue Ant"), a privately owned company controlled by Michael MacMillan, will go public via a reverse takeover ("RTO") of BRMI, and BRMI will concurrently sell certain of its production and distribution assets to a privately owned company controlled by the Company's Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and the Company's CEO John Young ("IDJCo").

Statement from Sangeeta Desai, Chair of the Special Committee of Independent Directors, and Lead Independent Director of BRMI:

"The Special Committee believes that the proposed reverse takeover by Blue Ant is in the best interests of the Company and offers significant potential for continued value creation for investors in a larger, more diversified and well capitalized company which enhances the prospects for long-term stability and growth. Furthermore, the Special Committee has also received a formal valuation and fairness opinion from its independent valuator, Scotiabank, which concluded that, subject to certain assumptions, limitations and qualifications, as at March 23, 2025, the fair market value of the shares of the proposed resulting company ranged between $1.50 and $1.91 per share. We look forward to providing shareholders with further detail about the Transaction in the Company's circular, which will be available in the coming weeks."                  

A special committee (the "Special Committee") of the Company's board of directors (the "Board"), comprised solely of independent directors, was appointed to review, consider, and evaluate the Transaction, including relative to potential alternative business plans of the Company. The Special Committee retained Scotia Capital Inc. ("Scotiabank") as its independent valuator and exclusive financial advisor.

The Special Committee has reviewed, considered and evaluated the Transaction in its totality relative to reasonable alternatives available to the Company. The Special Committee was directly involved in the oversight of the Transaction and, supported by advice from the Special Committee's independent financial and legal advisors, believes that the Transaction is in the best interests of the Company and fair to the minority shareholders of BRMI.

The Board (with interested directors abstaining), acting on the unanimous recommendation of the Special Committee, has unanimously approved the Transaction.

The Transaction would constitute an RTO by Blue Ant of the Company and, immediately following closing of the Transaction ("the Closing"), the resulting company (the "Resulting Issuer") will change its name to Blue Ant Media Corporation and, subject to regulatory approval, the Resulting Issuer's shares will continue to be listed and trade on the TSX. As a result of the Transaction, Blue Ant's shareholders are expected to own approximately 73.5%, and BRMI's shareholders approximately 26.5%, respectively, of the Resulting Issuer's equity. However, Blue Ant may engage in a private placement prior to closing to raise additional equity, which if completed would reduce the above ownership percentages.

On the Closing of the RTO, the Resulting Issuer will inherit from the Company three Canadian production businesses: Insight Productions, Jam Filled Entertainment and Proper Television (the "Remaining Businesses"), along with the Company's public company status.

Contemporaneously with the Closing, BRMI will sell Boat Rocker Studios, comprising all of the Company's global Scripted, Unscripted and Kids & Family television production, distribution, brand & franchise management, creative and venture partnerships, and content investment business, excluding the above-noted Remaining Businesses, together with the Boat Rocker name and brand, to IDJCo pursuant to a management buyout. Immediately following the Closing, IDJCo will carry on as Boat Rocker. The management buyout would include all existing production and distribution assets of BRMI, excluding those related to the Remaining Businesses and certain corporate and shared services functions related to the existing public company, which will remain with the Resulting Issuer.

The Resulting Issuer intends to focus on the global media industry and is expected to benefit from Blue Ant's experienced leadership team, track record and growth opportunities.

A shareholders' meeting of BRMI will be held to approve the Transaction, and Blue Ant will also seek the approval of its shareholders. Given the related party transactions involved, majority of minority shareholder approval by the BRMI shareholders who are not interested parties in the transaction will be required as a condition of closing the Transaction. Fairfax and the directors and executive officers of BRMI, who collectively hold approximately 62% of its total shares and all of its multiple voting shares, have agreed to vote in favour of the Transaction and related matters, as have shareholders holding approximately 49% of the shares of Blue Ant. In addition, all shareholders of Blue Ant as well as Fairfax and IDJCo's principals will agree to transfer restrictions on their shares of the Resulting Issuer for a period of 6 months as to 50% and 9 months for the balance.

The Transaction is subject to customary representations, warranties and covenants, as well as various closing conditions, including the receipt of TSX, CRTC and Competition Act approvals, BRMI's satisfaction at closing of certain minimum cash and working capital thresholds, and the receipt of certain third-party approvals.

Further details regarding the Transaction are set out in the Company's press release dated March 24, 2025 and in the material change report dated March 27, 2025, both of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

In light of the ongoing challenges in the entertainment industry, with reduced greenlights and significant pullbacks in spending across all genres by content buyers, the Company's 2024 performance was negatively impacted. In the event the Transaction does not close (and there can be no assurance that the Transaction will be completed), the Company expects that these and other continuing macroeconomic conditions will be significant factors in its 2025 results, which management expects to weaken as compared to 2024.

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 in the Company's annual MD&A dated March 31, 2025. 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, 2024. 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. In addition, there can be no assurance that the Transaction will be completed or that the Resulting Issuer will be successful. 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.

SOURCE Boat Rocker Media Inc.