WCM.B Wilmington Capital Management

Wilmington Capital Management Inc. (“Wilmington” or the “Corporation”) reported a net loss for the three months ended June 30, 2024, of ($0.1) million or ($0.01) per share and net income for the six months ended June 30, 2024, of $1.1 million or $0.08 per share. compared to net income of $0.7 million or $0.06 per share and $0.1 million and $0.01 per share for the same periods in 2023.

A summary of the Corporation’s activities and the operations of its investees is set out below:

OverviewDuring the past 12 months the Corporation has monetized a number of its investments in order to unlock the embedded value, which had been substantially realized, simplify its business, repatriate capital to its shareholders and pursue transactions better suited to a changing economic environment.

On May 7, 2024, the Corporation paid a special dividend and return of capital distribution totaling $2.75 per Class A and Class B share, or $33.9 million. Class A shareholders received $1.25 per Class A share as a return of capital and $1.50 as an eligible dividend. Class B shareholders received $1.12 per Class B share as a return of capital and $1.63 as an eligible dividend.

On August 7, 2024, the Shareholders of the Corporation approved the disposition of all or substantially all of the assets of the Corporation, including the sale of assets of Bow City 2 Limited Partnership (“Bow City Seton”), a wholly owned subsidiary of the Corporation. The sale of Bow City Seton is expected to close in the third quarter of 2024. The Corporation does not currently have any proposals from prospective purchasers with respect to any or all of the remaining assets of the Corporation.

InvesteesSunchaser PartnershipThe Sunchaser Partnership has seen strong seasonal and nightly camping demand for the 2024 camping season which is expected to continue. The introduction of luxury glamping tents at its Half Moon Lake Resort has seen strong initial interest and provides additional experiences to campers that may not own a recreational vehicle. 

The development application for the Phase II expansion of 112 full service sites has been approved and construction will start in fall 2024. New sites will be available for seasonal camping in spring 2025.

The Sunchaser Partnership continues to actively pursue opportunities to expand its footprint in the RV resort and campground business.

Bay Moorings PartnershipThe re-development of an existing Marina, Champlain Shores, continues to advance with the ongoing sale of homes and homesites. Of the 50 available home sites, 21 sites have been sold. The development, which is owned by the Bay Moorings Holdings Limited Partnership, is also zoned to accommodate an 88-condominium unit complex.

Bow City 2 Partnership (Land Held for Development) On July 4, 2024, the independent Directors of the Board (the “Board”) approved the sale of the 3.4 acres development lands on a cost-recovery basis. The sale of the development lands is expected to close in the third quarter of 2024.

OutlookThe Corporation has taken great strides to reassess its business opportunities in the context of a changing economic environment, simplify its business, and reward shareholders for their support through the payment of dividends and return of capital. The Corporation will continue to focus on streamlining its business, reassessing its ongoing liquidity needs and pursuing potential transactions or opportunity.

FINANCIAL RESULTSCONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(unaudited)	Three months ended June 30				Six months ended June 30,
($ thousands, except per share amounts)	2024		2023		2024		2023
Management fee revenue	260		215		400		335
Interest, distributions and other income	538		1,012		1,086		1,638
	798		1,227		1,486		1,973
Expenses
General and administrative	(822	)	(440	)	(1,447	)	(907	)
Amortization	(7	)	(7	)	(14	)	(14	)
Finance costs	(2	)	(2	)	(3	)	(4	)
Stock-based compensation	---		(22	)	(18	)	(71	)
	(831	)	(471	)	(1,482	)	(996	)
Fair value adjustments and other activities
Fair value adjustments to investments	---		90		194		(520	)
Gain (loss) on disposition of investments	(63	)	---		947		---
Share of equity accounted loss	---		(13	)	---		(26	)
	(63	)	77		1,141		(546	)
Income (loss) before income taxes	(96	)	833		1,145		431
Current income tax expense	(45	)	(73	)	(461	)	(193	)
Deferred income tax recovery (expense)	24		(50	)	453		(102	)
Provision for income taxes	(21	)	(123	)	(8	)	(295	)
Net income (loss)	(117	)	710		1,137		136
Other comprehensive income
Items that will not be reclassified to net income (loss):
Fair value adjustments to investments	---		---		---		(170	)
Related income taxes	---		(23	)	36		13
Other comprehensive income (loss), net of income taxes	---		(23	)	36		(157	)
Comprehensive income (loss)	(117	)	687		1,173		(21	)
Net income (loss) per share
Basic	(0.01	)	0.06		0.09		0.01
Diluted	(0.01	)	0.06		0.09		0.01

CONSOLIDATED BALANCE SHEETS
(unaudited)	June 30,		December 31,
($ thousands)	2024		2023
Assets
NON-CURRENT ASSETS
Investment in Maple Leaf Partnerships	910		22,910
Investment in Sunchaser Partnership	4,700		4,700
Investment in Energy Securities	---		7,584
Land held for development	---		6,632
Right-of-use asset	49		64
	5,659		41,890
CURRENT ASSETS
Cash	12,615		10,664
Short term securities	8,000		17,000
Amounts receivable and other	5,537		4,616
Assets classified as held for sale	8,200		---
Total assets	40,011		74,170
Liabilities
NON-CURRENT LIABILITIES
Deferred income tax liabilities	196		1,773
Lease liabilities	69		85
	265		1,858
CURRENT LIABILITIES
Lease liabilities	38		38
Income taxes payable	1,017		171
Amounts payable and other	1,670		800
Total liabilities	2,990		2,867
Equity
Shareholders’ equity	35,619		51,324
Contributed surplus	---		1,132
Retained earnings	1,183		10,364
Accumulated other comprehensive income	219		8,483
Total equity	37,021		71,303
Total liabilities and equity	40,011		74,170

Executive Officers of the Corporation will be available at 403-705-8038 to answer any questions on the Corporation’s financial results.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND OTHER MEASUREMENTSCertain statements included in this document may constitute forward-looking statements or information under applicable securities legislation. Forward-looking statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial conditions, expected financial results, performance, opportunities, priorities, ongoing objectives, strategies and outlook of the Corporation and its investee entities and contain words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", or similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation.

While the Corporation believes the anticipated future results, performance or achievements reflected or implied in those forward-looking statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation’s control, which may cause the actual results, performance and achievements of the Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors and risks that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include but are not limited to: the ability of management of Wilmington and its investee entities to execute its and their business plans; availability of equity and debt financing and refinancing within the equity and capital markets; strategic actions including dispositions; business competition; delays in business operations; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; operational matters related to investee entities business; incorrect assessments of the value of acquisitions; fluctuations in interest rates; stock market volatility; general economic, market and business conditions; risks associated with existing and potential future law suits and regulatory actions against Wilmington and its investee entities; uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities; changes in income tax laws, tax laws; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; and other risks, factors and uncertainties described elsewhere in this document or in Wilmington's other filings with Canadian securities regulatory authorities.

The foregoing list of important factors that may affect future results is not exhaustive. When relying on the forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statements or information, that may be as a result of new information, future events or otherwise. These forward-looking statements are effective only as of the date of this document.