Symbility Solutions Announces Full Year, Record Q4 2016 Financial Results and an Update On Corporate Matters

TORONTO, ONTARIO — (April 11, 2017) Symbility Solutions Inc. (“Symbility” or the “Company”) (TSX.V: SY), a global software company focused on modernizing the insurance industry, today announced financial results for its fourth quarter and fiscal year 2016, which ended December 31, 2016.

FOURTH QUARTER FINANCIAL RESULTS

• Consolidated revenue for the fourth quarter of fiscal 2016 was a record $9.0 million compared to $8.1 million in the same period in 2015, an increase of 11 percent.
• The Company reported an Adjusted EBITDA¹ of $66,000 in Q4 2016 compared to $776,000 in Q4 2015.
• Net loss for Symbility Solutions Inc.Consolidated Statements of Financial Position(Unaudited- In thousands of Canadian dollars)the fourth quarter of 2016 was ($597,000) compared to a net loss of ($876,000) in the same period of 2015, a decrease in loss of 32 percent.
• The Company had a loss per share² of $0.00 in the fourth quarter of 2016 compared to a loss per share of $0.00 in the fourth quarter of 2015.
• The Company had a cash balance of $8.0 million at December 31, 2016 compared to a cash balance of $6.6 million at December 31, 2015.

“2016 was the year that Symbility cemented its reputation as a global leader in mobile solutions for the insurance industry,” said James Swayze, CEO of Symbility Solutions. “The launch of our policyholder communication and fulfillment tool for insurers in the United Kingdom and the introduction of our consumer self-serve product in North America has moved Symbility Property toward the B2C market; Symbility Health introduced a white-label mobile app for employee benefits management; and Symbility Intersect worked with multiple insurance and financial services companies building automobile claims submission and first notice of loss applications plus mobile payment and currency transfers.”

Mr. Swayze continued, “Our investments in R&D are now paying off as our reputation as market innovator is driving further adoption of our tools. Growing our revenue by nearly 30 percent to exceed 2016 guidance while increasing these investments and showing a positive adjusted EBITDA was management’s goal for the year and demonstrates that we can create leverage in our model while continuing to innovate. We expect that trend to continue as announced earlier this year with guidance for 2017 fiscal year revenue in the range of $40-$42 million and adjusted EBITDA of $2 – $3 million.”

SELECTED FINANCIAL INFORMATION

¹ Adjusted EBITDA is a non-IFRS measure and is calculated as earnings before interest income, taxes, depreciation and amortization, impairment losses, stock-based compensation, and other non-recurring gains or losses including transaction costs related to acquisition and restructuring cost. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Adjusted EBITDA does not have any standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures presented by other companies. Adjusted EBITDA should not be considered in isolation or as a substitute for net earnings (loss) prepared in accordance with IFRS as issued by IASB. All other financial measures referenced herein have been prepared in accordance with International Financial Reporting Standards unless stated otherwise. ² In Canadian dollars, rounded to the nearest cent.

FISCAL YEAR 2016 FINANCIAL RESULTS

• Consolidated revenue in fiscal year 2016 was $34.3 million, compared to revenue of $26.5 million in the previous fiscal year, an increase of 29 percent year over year.
• The Company reported an Adjusted EBITDA of $62,000 in fiscal year 2016 compared to an Adjusted EBITDA loss of ($380,000).
• Net loss for the fiscal year ended December 31, 2016 was ($3.4 million) compared to a net loss of ($6.1 million) in the same period of 2015, a decrease in loss of 44 percent.

INVESTOR CONFERENCE CALL

Symbility will host a live webcast and conference call today, Tuesday, April 11, 2017, at 11 a.m. Eastern time to discuss these results. All interested parties are welcome to join the live webcast, which can be accessed at  http://event.on24.com/r.htm?e=1380386&s=1&k=E0D864B9666E8395855BE2C654DBF5DF. Participants may also join the conference call by dialing toll free (888) 231-8191 or (647) 427-7450 for international participants. A replay of the webcast will be available on Symbility’s website. 

OPTIONS TO DIRECTORS AND OFFICERS

Symbility also announced today that 2,096,250 options will be granted to Directors and Officers in accordance with the Corporation’s stock option plan. Each option entitles its holder to purchase one common share of the Corporation at the closing price on April 12, 2017 and for a period of ten years. The options will vest at a rate of one third per annum on the anniversary date of the grant.

SECURITYHOLDERS’ AGREEMENT

The Company announces that the securityholders’ agreement dated April 10, 2012 (the “Securityholders’ Agreement”), which is available on SEDAR at www.sedar.com, has terminated in accordance with its terms.  Accordingly, the terms of the Securityholders’ Agreement, including, without limitation, the provisions contained therein with respect to the conduct of certain aspects of the business and affairs of the Company and its subsidiaries, the pre-emptive rights provided to the Investor regarding the purchase of additional securities and the standstill restrictions applicable to the Investor, are no longer in force.

AMENDMENT TO GENERAL BY-LAW

The Company announces that its board of directors (the “Board”) has approved amendments to the Company’s general by-law, By-law No.1. The changes are primarily “housekeeping” in nature and reflect Canadian residency requirements under the Business Corporation Act (Alberta) (the “Act”). In addition, the quorum requirements for meetings of shareholders of the Company has been decreased from a majority of shareholders to 25 percent. The amendments to By-Law No. 1 are effective immediately and an amended and restated By-Law No 1 will be placed before shareholders for confirmation at the for approval by its shareholders at the next annual meeting of shareholders to be held in 2017 (the “Meeting”). Pursuant to the provisions of the Act, the amended and restated By-Law No. 1 will cease to be effective unless it is confirmed by a resolution adopted by a majority of the votes cast by the shareholders of the Company at the Meeting. The description of the amended and restated By-Law No. 1 in this press release is qualified in its entirety by the full text of the amended and restated By-Law No. 1, which will be made available under the Company’s profile at www.sedar.com.

ADVANCE NOTICE BY-LAW

The Company announces that the Board has adopted an advance notice by-law relating to advance notice requirements for director elections (the “Advance Notice By-Law”) to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special meeting of the shareholders.

The purpose of the Advance Notice By-Law is (i) to ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) to facilitate an orderly and efficient process for annual or special meetings of shareholders of the Company. The Advance Notice By-Law fixes the deadlines by which shareholders must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets for the information that a shareholder must include in a written notice to the Company for any director nominee to be eligible for election at such annual or special meeting of shareholders.

Pursuant to the Advance Notice By-Law, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Act must provide timely written notice in proper form to the Corporate Secretary of the Company. To be timely, a shareholder’s notice must be received (i) in the case of annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may not be received later than the close of the business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the Board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. The Advance Notice By-Law also prescribes the proper written form for a shareholder’s notice. The Board may, in its sole discretion, waive any requirement under these provisions.

The Advance Notice By-Law is effective immediately and will be placed before shareholders focurr confirmation at the Meeting. Pursuant to the provisions of the Act, the Advance Notice By-Law will cease to be effective unless it is confirmed by a resolution adopted by a majority of the votes cast at the Meeting. The description of the Advance Notice By-Law in this press release is qualified in its entirety by the full text of the Advance Notice By-Law, which will be made available under the Company’s profile at www.sedar.com.

SHAREHOLDER RIGHTS PLAN

The Company announces that the Board has adopted a shareholder rights plan (the “Rights Plan”).

The Rights Plan has been adopted to ensure the fair treatment of all shareholders of the Company in connection with any take-over bid or other acquisition of control of the Company. The Rights Plan has not been adopted in response to any specific take-over bid or other proposal to acquire control of the Company and the Company is not aware of any such pending or contemplated proposals.

At the close of business today, one right will be issued and attached to each common share of the Company outstanding at such time. The rights will automatically attach to the common shares and no further action will be required by shareholders. A right will also automatically attach to each common share of the Company issued hereafter.

Subject to terms of the Rights Plan and to certain exceptions provided therein, the rights will become exercisable in the event that any person, together with joint actors, acquires or announces its intention to acquire 20 percent or more of the Company’s outstanding common shares without complying with the “Permitted Bid” provisions of the Rights Plan or in circumstances where the application of the Rights Plan is waived in accordance with its terms. The “Permitted Bid” provisions prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made to all holders of common shares of the Company (other than the offeror) by way of a take-over bid circular that remains open for acceptance for a minimum of 105 days, subject to certain exceptions, and satisfied certain other conditions. In circumstances where a take-over bid does not comply with the requirements of the Rights Plan or where the application of the Rights Plan is not waived in accordance with its terms, the rights holders (other than the acquiring person and joint actors) will be entitled to purchase additional common shares of the Company at a significant discount to the market price.

The Rights Plan has been conditionally approved by the TSX Venture Exchange and is subject to ratification by the shareholders of the Company within six months of its effective date. The Company intends to recommend the ratification by the shareholders of the Company within six months of its effective date. The Company intends to recommend the ratification of the Rights Plan for approval by its shareholders at the next Meeting. If ratified by the shareholders, the Rights Plan will have an initial term of three years. If the Rights Plan is not approved by the shareholders within six months of the effective date of the Rights Plan it, together with the outstanding rights, will terminate and cease to be effective.

The description of the Rights Plan in this press release is qualified in its entirety by the full text of the Rights Plan,  which will be made available under the Company’s profile on SEDAR at www.sedar.com.

ABOUT SYMBILITY

Symbility (TSX.V: SY) believes in creating world-class experiences that simplify business and improve lives. With a history in modernizing insurance claims solutions for the property and health industries, Symbility has established itself as a partner that puts security, efficiency and customer experience first. Symbility PROPERTY™ brings smarter thinking to property insurance. Symbility HEALTH™ helps benefits professionals build their brands and businesses. Our strategic services team, Symbility INTERSECT™ empowers a variety of businesses with smarter mobile and IoT product development strategy, design thinking and engineering excellence. With our three segments pushing industries forward, Symbility proves that change for the better is entirely possible.  symbilitysolutions.com

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This press release may contain forward-looking statements with respect to the Company, its products and operations and the contemplated financing.  These statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulations, and the factors described under “Risk Factors” in the Management’s Discussion and Analysis and Annual Information Form of the Company which are available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements.

This press release should be read in conjunction with Company’s consolidated financial statements and related notes, and management’s discussion and analysis for the year ending December 31, 2016, copies of which can be found at www.sedar.com.

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.

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Symbility Solutions Inc. Consolidated Statements of Financial Position (Unaudited- In thousands of Canadian dollars)

Symbility Solutions Inc. Consolidated Statements of Loss and Comprehensive Loss (Unaudited – In thousands of Canadian dollars, except per share data)