Exchange Income Corporation

The Com­pany is a diver­si­fied, acquisition-​​oriented cor­po­ra­tion focused on acqui­si­tion oppor­tu­ni­ties in the indus­trial prod­ucts and trans­porta­tion sec­tors, in par­tic­u­lar busi­nesses that are suited for pub­lic mar­kets, except for their size. The busi­ness plan of the Com­pany is to invest in prof­itable, well-​​established com­pa­nies with strong cash flows oper­at­ing in niche mar­kets in Canada and/​or the United States. The objec­tives of the Com­pany are:

(i) to pro­vide Share­hold­ers with sta­ble and grow­ing cash dividends;

(ii) to max­i­mize Share value through on-​​going active mon­i­tor­ing of its Oper­at­ing Sub­sidiaries; and

(iii) to con­tinue to acquire addi­tional com­pa­nies or busi­nesses or inter­ests therein in order to expand and diver­sify the Company’s investments.

Acqui­si­tion Strategy

The Company’s acqui­si­tion strat­egy is to tar­get strong niche busi­nesses with strong cash flows, which acqui­si­tions are well suited for pub­lic mar­kets as income gen­er­at­ing vehi­cles, except for their size. The Com­pany seeks to acquire busi­nesses with the fol­low­ing char­ac­ter­is­tics: (i) attrac­tive mar­gins; (ii) defen­si­ble mar­ket posi­tion; (iii) low main­te­nance cap­i­tal expen­di­tures; (iv) iden­ti­fi­able com­pet­i­tive advantage(s); and (v) bar­ri­ers to mar­ket entry by com­peti­tors. The Com­pany seeks to retain the key man­age­ment per­son­nel fol­low­ing acqui­si­tions and have such key man­age­ment per­son­nel own an equity inter­est in the Com­pany. Man­age­ment believes that prof­itable, well-​​established family-​​owned or closely held busi­nesses with strong cash flows and which oper­ate in niche mar­kets present an attrac­tive invest­ment oppor­tu­nity due to the fact that many such busi­nesses do not have a suc­ces­sion plan. Man­age­ment believes that the Com­pany will be able to con­tinue to imple­ment its invest­ment strat­egy of acquir­ing busi­nesses with these char­ac­ter­is­tics to pro­vide addi­tional cash flow and fur­ther enhance long-​​term Share­holder value.

Attrib­utes of tar­get companies:

• Prof­itable, mid-​​market com­pa­nies with an empha­sis on man­u­fac­tur­ers or processors.
• Strong man­age­ment team
• Demon­stra­ble growth opportunity
• Sus­tain­able annual EBITDA with a diverse cus­tomer base.

Pur­chase prices are based on a mul­ti­ple of his­tor­i­cal sus­tain­able EBITDA.

Imple­men­ta­tion of Acqui­si­tion Strategy

Since its incep­tion to the date hereof, the Com­pany has com­pleted 13 acqui­si­tions for an aggre­gate pur­chase price of approx­i­mately $281 million.

The Com­pany cur­rently owns Oper­at­ing Sub­sidiaries in two niche busi­ness segments:

(i) Avi­a­tion; and
(ii) Spe­cialty Manufacturing.

The Oper­at­ing Sub­sidiaries oper­ate autonomously and main­tain their indi­vid­ual busi­ness iden­ti­ties. The Com­pany relies on the high qual­ity man­age­ment teams of its Oper­at­ing Sub­sidiaries and does not rely on oper­at­ing syn­er­gies to jus­tify acquisitions.

It is the inten­tion of man­age­ment to con­tin­u­ously mon­i­tor the Company’s Oper­at­ing Sub­sidiaries, and to under­take future acqui­si­tions and divesti­tures as deemed ben­e­fi­cial to the Company.

Inter­nal Growth Strategy

The Com­pany closely mon­i­tors man­age­ment of the Oper­at­ing Sub­sidiaries to ensure that the Oper­at­ing Sub­sidiaries con­tinue to have sound busi­ness oper­a­tions and expan­sion strate­gies, where appro­pri­ate. Man­age­ment seeks to iden­tify and exploit poten­tial syn­er­gies among the Company’s Oper­at­ing Subsidiaries.

Oper­at­ing Subsidiaries

The Oper­at­ing Sub­sidiaries of the Com­pany on the date hereof are listed below.  For a more exten­sive descrip­tion of each of the Oper­at­ing Sub­sidiaries, please refer to our sub­sidiaries sec­tion of this website.

Perime­ter Avi­a­tion LP

Perime­ter oper­ates a sched­uled air­line ser­vice to north­ern Man­i­toba com­mu­ni­ties. Perime­ter oper­ates its sched­uled air­line ser­vice out of its main ter­mi­nal and cargo facil­ity located at the Win­nipeg Inter­na­tional Air­port. In addi­tion to the sched­uled air­line ser­vice, Perime­ter also: (i) pro­vides mede­vac ser­vices to north­ern com­mu­ni­ties; (ii) oper­ates a flight train­ing school spe­cial­iz­ing in com­mer­cial instru­ment flight rat­ing licenses; and (iii) under­takes char­ter work on behalf of major courier companies.

4873999 Man­i­toba Ltd.

4873999 Man­i­toba, owns fuel tank assets that are used by the air­line ser­vice oper­a­tions of Perimeter.

Kee­watin Air LP

Kee­watin oper­ates an air­line and mede­vac ser­vices busi­ness that serves com­mu­ni­ties in Man­i­toba and Nunavut.

Calm Air Inter­na­tional LP

Calm Air oper­ates a sched­uled air­line ser­vice to Nunavut and north­ern Man­i­toba com­mu­ni­ties.  In addi­tion to its sched­uled ser­vice, Calm Air pro­vides ded­i­cated cargo and char­tered ser­vices.  Calm Air pro­vides its ser­vices from its three main bases in Win­nipeg, Thomp­son and Churchill, Manitoba.

Cus­tom Heli­copters Ltd.

Cus­tom oper­ated a fleet of heli­copters used to pro­vide pas­sen­ger and cargo trans­porta­tion ser­vices to gov­ern­ment agen­cies, util­i­ties, First Nations groups, min­ing com­pa­nies and other cus­tomers. Cus­tom oper­ates out of five bases, includ­ing Win­nipeg, Thomp­son, Gillam, and Gar­den Hill in Man­i­toba and Rankin Inlet in Nunavut.

Over­lan­ders Man­u­fac­tur­ing LP

Over­lan­ders is an ISO-​​9001 cer­ti­fied man­u­fac­turer of pre­ci­sion sheet metal and tubu­lar prod­ucts serv­ing com­pa­nies in a diver­si­fied mix of indus­tries in British Colum­bia and the Pacific North­west of the United States.

Water Blast Man­u­fac­tur­ing LP

Water Blast man­u­fac­tures spe­cial­ized heavy-​​duty pres­sure washer and steam sys­tems, and is the exclu­sive dis­trib­u­tor in its geo­graphic mar­ket of Alberta and British Colum­bia for Hotsy pres­sure washer clean­ing equip­ment, which is used for a vari­ety of light com­mer­cial and heavy duty indus­trial applications.

In Decem­ber 2011 cer­tain reor­ga­ni­za­tion trans­ac­tions took place between Water Blast and another sub­sidiary of the Com­pany, Jasper Tank Ltd. The oper­at­ing assets of Jasper Tank, who is a man­u­fac­turer located in Spruce Grove, Alberta which spe­cial­izes in man­u­fac­tur­ing cus­tom tanks for the trans­porta­tion indus­try, was trans­ferred to Water Blast and Jasper Tank Ltd was wound up into the Company.

Stain­less Fab­ri­ca­tion, Inc.

Stain­less Fab­ri­ca­tion, a Mis­souri state cor­po­ra­tion, is the cus­tom designer and man­u­fac­turer of stain­less steel tanks, ves­sels and pro­cess­ing equip­ment for the phar­ma­ceu­ti­cal, chem­i­cal, ethanol, food and bev­er­age, dairy and trans­porta­tion industry.

WesT­ower Com­mu­ni­ca­tions Inc.

WesT­ower Com­mu­ni­ca­tions oper­ates through­out Canada and United States in the wire­less com­mu­ni­ca­tion indus­try, mainly in the design, erec­tion, rein­forc­ing, main­te­nance and ser­vic­ing of tow­ers and related equip­ment. The oper­a­tions of WesT­ower Com­mu­ni­ca­tions are spread over 30 offices in Canada and the United States.

For a detailed sum­mary of the Oper­at­ing Sub­sidiaries and their respec­tive busi­nesses, see “Nar­ra­tive Descrip­tion of the Busi­ness” in the Company’s Annual Infor­ma­tion Form.