Flow Capital Announces 2019 First Quarter Results

– Records Recurring Revenues from Royalties and Interest of $1.5 million and Free Cash Flow⁽¹⁾ of $0.3 million in Q1 2019 –

TORONTO, Ontario, May 16, 2019 – Flow Capital Corp. (TSXV: FW) (“Flow Capital”) today announced its financial and operating results for the three-month period ended March 31, 2019. Financial references are in Canadian dollars unless otherwise specified.

2019 First Quarter Highlights

• Sale of the LOGiQ Global Partners business for total consideration of $12,375,000
• from royalties and interest of $1,528,000
• Adjusted EBITDA⁽¹⁾ of $1,039,000
• Free Cash Flow⁽¹⁾ of $302,000

“The LOGiQ Global Partners business sale in April, has provided Flow the necessary cash resources to meet our obligations and to facilitate future growth of the business” said Alex Baluta, Chief Executive Officer of Flow Capital. “The 47% growth in recurring revenues from royalties and interest since Q1 2018 illustrates the benefit to the shareholders of the refocused investment strategy in place since the end of 2016.”

Financial Highlights

Recurring revenues from royalties and interest

Recurring royalties and interest earned were $1,528,000 for the three-month (Q1 2019) period, compared to $1,039,000 for the corresponding period in 2018. Royalties and interest for Q1 2019 was 47% higher than the same period in 2018. $364,000 of the increase was due to royalties earned on new investments closed in the last twelve months, royalty payments were higher by $203,000 due to growth from the existing investments but this was offset by a reduction in income of $126,000 from investments previously bought-out and three investments not accruing any income because of non-payment.   

Non-recurring revenues from buyouts, equity returns and fees

Cash of $125,000 was generated during Q1 2019 from the sale of shares in Lattice.

Revenues

Revenues as reported under IFRS were $2,054,000 for Q1 2019 compared to $1,844,000 for the corresponding period in 2018. With the adoption of IFRS 9, certain non-cash items are recognized in revenue. Revenues in the quarterly period were impacted by IFRS 9 net non-cash items of $1,335,000 compared to $639,000 for the same period in 2018. The non-cash amount of $1,335,000 was made up of $5,632,000 for adjustments to fair value, $(3,948,000) realized loss on investments written-off that were previously written-down to zero, and $(349,000) for foreign exchange losses. Included in the adjustments to fair value were: 1) $3,057,000 for the increase in the market value of shares held in investee companies, 2) $3,948,000 for a reversal of the fair value adjustment of two legacy investments written-off where Flow Capital is now pursing legal measures in order to recover shareholder value and 3) $(1,373,000) for the write-down charge on investments.

Operating Expense

Total operating expenses, excluding discontinued operations, were $968,000 for Q1 2019 compared to $1,205,000 for the corresponding period in 2018. The lower operating costs of $237,000 arose due to the $312,500 restructuring costs incurred in Q1 2018 offset by an increase in professional fees of $73,000 in Q1 2019 incurred as part of the transaction to sell the LOGiQ Global Partners business.

Adjusted EBITDA⁽¹⁾

Adjusted EBITDA⁽¹⁾ was $1,039,000 for Q1 2019 compared to $116,000 for the corresponding period in 2018. The increase of $923,000 was due to higher recurring royalties and interest of $585,000, lower operating costs of $237,000 because of no restructuring costs in 2019 and Adjusted EBITDA⁽¹⁾ generated by the LOGiQ Global Partners business of $342,000.

Free Cash Flow⁽¹⁾

Free Cash Flow⁽¹⁾was $302,000 for Q1 2019 compared to $(133,000) for the corresponding period in 2018. The change was primarily due to the net cash generated of $376,000 by the LOGiQ Global Partners business during Q1 2019.

Profit After Taxes

Profit after taxes was $214,000 for Q1 2019 compared to $129,000 for the corresponding period in 2018. The improvement was primarily due to $489,000 in higher recurring royalties and interest, $237,000 lower operating costs offset by non-cash items of $(198,000), increased financing expense of $(212,000) and a loss from discontinued operations of $(66,000).

Assets

As of today, Flow Capital has $9.8 million held in cash and cash equivalents.

(1) Adjusted EBITDA, and Free Cash Flow are non-IFRS measures. Refer to section Definition of Non-IFRS Measures for further explanation and definitions

Conference Call Details

Flow Capital will host a conference call to discuss these results at 8:00 a.m. Eastern Time, Friday, May 17, 2019. Participants should call (647) 427-2311 or (866) 521-4909 and ask an operator for the Flow Capital earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (416) 621-4642 or (800) 585-8367 and enter access code6985948. The replay recording will be available until 11:59 p.m. Eastern Time, May 24, 2019.

An audio recording of the conference call will be also available on the investors’ page of Flow Capital’s website at www.flowcap.com/financials.

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, specializing in providing minimally dilutive capital to emerging growth businesses. Learn more at www.flowcap.com.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking 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 forward-looking 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 may include, but is not limited to, information with respect to: prospective financial performance; including the Company’s opinion regarding the current and future performance of its portfolio, expenses and operations; anticipated cash needs and need for additional financing; anticipated funding sources; future growth plans; royalty acquisition targets and proposed or completed royalty transactions; estimated operating costs; estimated market drivers and demand; business prospects and strategy; anticipated trends and challenges in the Company’s business and the markets in which it operates; the amount and timing of the payment of dividends by the Company; and the Company’s financial position. 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.

An investment in securities of the Company is speculative and subject to a number of risks including, without limitation, risks relating to: the need for additional financing; the relative speculative and illiquid nature of an investment in the Company; the volatility of the Company’s share price; the Company’s limited operating history; the Company’s ability to generate sufficient revenues; the Company’s ability to manage future growth; the limited diversification in the Company’s existing investments; the Company’s ability to negotiate additional royalty purchases from new investee companies; the Company’s dependence on the operations, assets and financial health of its investee companies; the Company’s limited ability to exercise control or direction over investee companies; potential defaults by investee companies and the unsecured nature of the Company’s investments; the Company’s ability to enforce on any default by an investee company; competition with other investment entities; tax matters, including the potential impact of the Foreign Account Tax Compliance Act on the Company; the potential impact of the Company being classified as a Passive Foreign Investment Company (“PFIC”); the Company’s ability to pay dividends in the future and the timing and amount of those dividends; reliance on key personnel, particularly the Company’s founders; dilution of shareholders’ interest through future financings; and general economic and political conditions; as well as the risks discussed in the joint management information circular of the Company dated May 2, 2018 and the risks discussed herein. 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 forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that will affect the Company’s business and its ability to identify and close new opportunities with new investees are material factors that the Company considered when setting its strategic priorities and objectives, and its outlook for its business.

Key assumptions include, but are not limited to: assumptions that the Canadian and U.S. economies relevant to the Company’s investment focus will remain relatively stable over the next 12 to 24 months; that interest rates will not increase dramatically over the next 12 to 24 months; that the Company’s existing investees will continue to make royalty payments to the Company as and when required; that the businesses of the Company’s investees will not experience material negative results; that the Company will continue to grow its portfolio in a manner similar to what has already been established; that tax rates and tax laws will not change significantly in Canada and the U.S.; that more small to medium private and public companies will continue to require access to alternative sources of capital; that the Company will have the ability to raise required equity and/or debt financing on acceptable terms; and that the Company will have sufficient free cash flow to pay dividends. The Company has also assumed that access to the capital markets will remain relatively stable, that the capital markets will perform with normal levels of volatility and that the Canadian dollar will not have a high amount of volatility relative to the U.S. dollar. In determining expectations for economic growth, the Company primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies. 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.

The forward-looking information and forward-looking statements contained in this PRESS RELEASE are made as of the date of this PRESS RELEASE, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, 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.

Neither 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.

For further information, please contact:

Flow Capital Corp.:

Alex Baluta

Chief Executive Officer

Tel: (416) 777-0383