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Province gave Fatkat $500,000 loan guarantee
Sept. 16, 2009
MIRAMICHI - This is part 6 of our look at documents obtained from the provincial government under the Right to Information Act regarding its dealings with Fatkat Animation.
On Sept. 27, 2007 the province received a copy of television network YTV's conditional offer to Fatkat for licensing rights to the television show "Three Delivery."
Fatkat also provided the province with copies of similar agreements from MTV Networks and BBC, although it's not clear on what dates and a licence agreement from Nickelodeon Australia sent Oct. 17, 2007.
As the month drew to a close, a representative from the Royal Bank's media and entertainment division e-mailed Business New Brunswick in response to a voicemail left by someone from the department.
In the e-mail, the bank's representative said financing is based on fully financed incorporated projects and they don't pre-approve loans to productions.
"That said, we do provide letters of intent to known producers when they require such for other investors such as Telefilm Canada and this too is based on a locked budget; financial structure and cash flow (may only be draft in the early stages)."
The e-mail also asked if Business New Brunswick changed the terms of the loan guarantee.
On Nov. 1, someone from Fatkat e-mailed Business New Brunswick to update them on changes at the company and inform them Fatkat was no longer working on a show called "Supa Strikers."
Fatkat said that as the project continued, the client made "gross misconceptions concerning the scope of the project in relation to the approved budget."
It went on to say Fatkat did everything they could to try and make the production work and deliver to the client's constant demands at a "significant cost" to the company.
"It soon became apparent that this project was not going to work for either party, and the client has replaced Fatkat with a low cost Indian studio."
Fatkat's management didn't expect the change to affect the company's projected profits and planned to compensate by switching their focus to smaller commercial jobs with higher margins, instead of large scale broadcast productions, the e-mail said.
It also said the company had made its first sale of original author material to Teletoon.
"Margins are much higher on these productions which will also assist to cover the lost profits from 'Supa Strikas'." On Nov. 2, a Fatkat representative e-mailed Business New Brunswick to say they thought a line of credit in the works was company based, not production based and they wanted a provincial loan guarantee to provide cash flow until they had financing in place for "Three Delivery."
"I can honestly say that RBC financing will not be in place for a minimum of 4 weeks (best case scenario!) and Fatkat does not have the amount of cash to float this production at this time," the e-mail said.
In their reply, Business New Brunswick said the financial forecast they used to evaluate the guarantee was weighed with revenues from "Three Delivery", even though the line of credit wasn't specifically targeted to the show.
"In a case like this we want to ensure the project will go ahead before the guarantee goes in place. Without "Three Delivery" the future would look much different and another business plan and evaluation would need to be performed."
On Nov. 8 the province sent Fatkat a letter to confirm approval of a $500, 000 loan guarantee for a $600,000 bank loan.
The guarantee was set to expire Nov. 30, 2010 unless the bank demanded payment under the guarantee, but the letter stated the Business New Brunswick minister could end the guarantee at any time, provided they gave the bank reasonable written notice.
As security for the guarantee, the letter said the government required a security agreement on all of Fatkat's assets, which would offset the debts subject to any prior claims from other creditors and a personal $500,000 guarantee from company owner Gene Fowler.
Under the terms of the loan guarantee, Fatkat agreed to pay back to the government any amounts paid or payable by the province to the bank in respect to the guarantee, along with interest calculated at a rate of 4.4 per cent annually.
Fatkat also agreed that any money used from the loan would be for no other purpose than to help develop the animation business.
One of the conditions set out in the approval letter was a requirement that Fatkat "pay and satisfy all taxes, rates and public charges, due or falling due with respect to the Company (Fatkat) and operate the business in a good businesslike manner."
On Jan. 8, 2008 an e-mail from an unknown sender wished "Happy New Year to all at Fatkat" and asked for an update on the company's financing through the Royal Bank, their ability to meet the next two or three payrolls and the long form contract for money from NB Film.
In their response, Fatkat said the bank was passing the "Three Delivery" project through their risk department and the company hoped to hear from them soon.
They also said cash flow was tight and Fatkat was behind on their payroll deductions to the Receiver General, but if they received money due from YTV on time it would cover payroll until Feb. 1.
"If we close the financing for this deal before the end of this month, we will have a bit of breathing room. We are at the mercy of the bank on this one however..."
The e-mail went on to say both Fatkat and YTV approved the long form for their contract and Fatkat was waiting for YTV to sign off on it, but the network's legal department was out the previous week.
A similar situation arose with Fatkat's co-venture partner Animation Collective with whom the contract was being drafted, but their lawyer was also out until Jan. 15.
In a final note on the e-mail they asked if there was "any indication as to the reality of a $500,000 guarantee?"
A Jan. 16, 2008 letter from then Business New Brunswick Minister Greg Byrne to Fatkat informed them the province had approved the company's application for financial help on "Three Delivery."
Byrne said the department approved $250,000 under New Brunswick Film's Equity Investment Program and the project would be eligible for an NB Film tax credit estimated at $1,572,080.
On Jan. 30, 2008 an e-mail from an unknown sender to an unknown recipient asked if they had been in contact with company called Aver Media, which is a private lender for television and film productions.
The e-mail also asked what documentation was needed to move forward on the Royal Bank line of credit.
In the reply the sender said they had been in contact with someone at Aver to get financial information about the company and had spoken with a contact at Telefilm Canada, but they couldn't provide much information about Aver and the sender went on to say they were going to contact someone at Manitoba Film.
The e-mail went on to say they would start the legal agreement process once the Royal Bank sent the term sheet outlining the conditions for the credit line.
A third e-mail that day confirmed YTV had deposited funds into Fatkat's account, although it did not specify how much they deposited.
YTV's licence fee "Three Delivery" was $76,000 per episode, which amounted to $1,976,000 for the entire season of 26 episodes.
On Feb. 21 an internal Business New Brunswick e-mail discussed Fatkat's existing RBC line of credit, which the company had borrowed up to $200,000.
"Fatkat has used some collections to reduce this back down to $100,000. However the bank has placed Fatkat with its Special Collections Branch," the e- mail said.
The e-mail also talked about information the Royal Bank received from the Canada Revenue Agency, which informed them Fatkat was about $250,000 in arrears on employee deductions.
"Fatkat had mentioned to me that they would not pay some current source deductions in order to fund payroll but did not mention the full extent of the arrears," the unknown Business New Brunswick representative said.
The representative went on to say RBC hadn't agreed to the loan guarantee yet and Fatkat was in talks with another lender in case RBC declined.
They also said RBC wanted the Canada Revenue Agency to honour Fatkat's repayment plan for the outstanding deductions and didn't want them to take government funds from future tax credits, if Fatkat got any.
At that time, Fatkat had laid off about 25 employees for a savings of $600, 000 annually, the e-mail said and added RBC was waiting the company's external accountants to prepare their June 30, 2007 financial statements, which the bank expected to receive by Feb. 22.
Finally, the e-mail said RBC expected to reach their decision on the loan guarantee by Feb. 29.
"In spite of these changed I still intent [sic] to proceed with the loan guarantee as this guarantee was not recommended based upon security, but on potential. This potential remains."
Fatkat asked for $1 million loan guarantee
Sept. 11, 2009
This is part 5 of our look at documents obtained from the provincial government under the Right to Information Act regarding its dealings with Fatkat Animation.
In 2006, as Fatkat moved ahead with plans to buy the Newcastle Legion, the company requested further assistance from the province.
Included in the documents sent to Business New Brunswick were income statements and balance sheets for the year ending June 30, 2006, although the numbers on the income statement differed from those on a statement of earnings and retained earnings for the same period reviewed by accounting firm Grant Thornton.
On the income statement, Fatkat listed $172,169 as their retained earnings for the year, while the Grant Thornton reviewed earnings showed retained earnings of $99,902.
The firm reviewed balance sheet showed $341,773 in assets and liabilities, while the other listed $420,516. Fatkat provided the government with both sets of numbers.
When Fatkat bought the building they agreed to rent the first floor to the Legion for two years with the option to renew for another two and gave the Legion first option to buy the building if Fatkat wanted to sell in the future.
That agreement was later extended into a 10 year lease to end in 2016.
In a letter dated March 23, 2006, but with an application signed March 23, 2007, Fatkat requested a $1 million loan guarantee for expansion.
The application listed a $175,000 owner's investment, $600,000 in unguaranteed term loans, the $1 million guaranteed loan and $225,000 from the Regional Development Corporation as sources of funds for the project.
Of the money invested by the company, $75,000 was to be borrowed from the Community Business Development Corporation with a $30,000 guaranteed investment certificate, computers and equipment pledged as security.
Fatkat listed $11,159 in shareholder loans, a $319,000 mortgage, a $277,000 loan from the Atlantic Canada Opportunities Agency and an operating line of credit in progress under "present debt," but didn't specify an amount for the line of credit.
The company planned to use $400,000 of the funds for building upgrades, $750, 000 for machines and equipment, $75,000 for inventory and accounts receivable, $75,000 to reduce accounts payable, $600,000 for product development and $100, 000 for recruiting.
In the company's annual cash flow projections Fatkat listed an expected surplus of $82,105 of money coming in over money going out for 2007.
Fatkat predicted further surpluses of $154,582 for 2008 and $277,721 for 2009.
At the same time, Fatkat predicted retained earnings of $295,007 for 2007, $624,978 for 2008, $1,209,520 for 2009 and $1,982,993 for 2010.
The company also listed their long-term debt for 2007 at $814,224, with that amount predicted to increase to $1,133,006 in 2008 then drop down to $954,899 in 2009 and $769,929 in 2010.
As part of the financial data submitted to the government, Fatkat sent a sheet titled "Compensation of Shareholders, Management and their relatives," which listed a shareholder whose name was blacked out who had a salary of $70, 000 and a spouse whose name was blacked out with a salary of $34,000.
A letter from the Royal Bank dated April 12, 2007 in which they amended an unknown agreement from 2006 and added a $100,000 revolving demand facility, which is a type of loan.
Fatkat owner Gene Fowler provided a $50,000 guarantee for the loan.
Fatkat later submitted an application for financial assistance from Business New Brunswick signed and dated Aug. 13, 2007 in which they requested a $500,000 loan guarantee for working capital and bridge financing.
The application listed the bank line of credit, mortgage and ACOA loan, but only listed the amount for the shareholder loan.
On Aug. 21, 2007 an unknown Business New Brunswick representative e-mailed Fatkat with questions about the financial statements the company provided.
The writer asked why direct wages were expected to drop from $5.7 million in 2009 to $5.5 million in 2010 while non-direct wages increased from $1.04 million in 2008 to $1.24 million in 2009 and $1.625 million in 2010 with no increase in staff beyond the 150 people peak in 2008.
They also asked what an expected increase in recruitment expenses was based on, what craft expenses were and why they increased, what the company included in marketing costs and why they increased, and why Fatkat expected training costs to increase as much as they predicted for 2007.
A Fatkat representative addressed the questions and replied the direct wages were calculated based on a percentage of revenue which varied depending on the projects and they expected subcontracting to decrease in 2010.
Non-direct wages were expected to increase due to raises for management to bring them closer to earning industry standards, they said.
The reply said recruitment expenses would rise based on Fatkat's plan to be more aggressive with Fowler travelling to recruit.
In another e-mail a Business New Brunswick representative asked about production costs and a line on the balance sheet that referred to deferred government assistance, which the company listed as a liablity.
The Fatkat representative explained production costs included things like expenses for music, post production and scripts.
They also explained the government assistance was money for grants from the government to help buy new equipment and their building.
"We didn't want to reduce the value of our assets so Grant Thornton (accountant) wanted us to treat the grants as a deferred liability, but actually it should be treated as equity since we don't have to pay it back."
Business New Brunswick and Fatkat exchanged several e-mails as the government department asked questions about information the company provided them.
On Sept. 11, 2007 Business New Brunswick asked Fatkat to explain how the bank would finance tax credits, to which Fatkat replied 90 per cent were financed through a revolving line of credit.
Business New Brunswick also asked what something called the HTF Contigency was and Fatkat explained it was the profit they would make on an unspecified project.
After they answered Business New Brunswick's questions, Fatkat asked if the department could give them any sort of timeline or status on an unspecified application.
In a Sept. 12, 2007 e-mail the documents show one the early mentions of Fatkat's Three Delivery project, which Fowler has since said played a major role in the company's downfall.
The e-mail listed funding sources for the $7.4 million project, which included $1.95 million from television network YTV, $1.99 million in tax credits, $1.2 million from Nicktoons, $511,000 from BBC, $80,000 from Nick Australia, $417,250 from Animation Collective, which left $1,251,750 unfinanced.
Fatkat said they planned to finance the rest through worldwide consumer products, for which they estimated they would raise $1 million to $2 million, mobile rights, which they expected to raise $50,000-$70,000, video games, which would bring in $20,000-$30,000 and something referred to as "worldwide territory", which would raise $200,000-$300,000.
The company planned to use several sources of funding until they could raise the unfinanced portion of the costs.
The temporary funding sources included $400,000 through monthly claims for workforce expansion, $160,000 in a lump sum from ACOA marketing funding and $66, 000 from RDC marketing funding.
Each funding source had a hand written check mark next to it, except for the RDC marketing, which had a line through it and $55,000 scribbled underneath it.
Fatkat also listed $575,800 under aged receivables on large productions from seven sources, which included a $210,000 loan guarantee from the province and $101,800 in tax credits due in 2008.
The e-mail noted Fatkat said they would have to start production that September to meet delivery for the next season and would have to start production with 16 per cent less funding than was needed to complete it.
"This application for a loan guarantee is very critical to Fatkat's ability to meet our cash flow needs."
Business New Brunswick's response in the same e-mail said another way to make it work would be to make the loan guarantee conditional on Fatkat getting YTV funding in place "on terms acceptable to the Minister."
It went on to say money wouldn't flow from the government until Fatkat and YTV had an agreement in place.
On Oct. 2, 2007 an e-mail with both the sender and recipient blacked out addressed issues about the deal's funding.
"I am dressed in black today as I knew I would be e-mailing you and black is the required colour," the e-mail said.
The e-mail went on to say the sender spoke with someone whose name was blacked out who had agreed to send them copies of signed agreements from YTV, Nicktoons, BBC, Nick Australia and Animation Collective, along with any documents to support the $1 million to $2 million in consumer products they planned to use to fund the rest of the project.
The reply from Fatkat had hand several hand written notes blacked out, but ACOA, BDC, $400,000 and $173,000 were still visible.
"Told him I was on it and would follow ASAP," the Fatkat representative said.
Province gave Fatkat thousands in film credits
Sept. 9, 2009
This is part 4 of our look at documents obtained from the provincial government under the Right to Information Act regarding its dealings with Fatkat Animation.
As Fatkat requested more help from the province, Business New Brunswick required them to submit several years' worth of financial statements.
For the year ending June 30, 2004, Fatkat's unaudited statements of earnings and retained earnings showed revenue of $209,199 over 217 days.
Fatkat posted a gross profit of $96,673, $128,210 in wages and salaries, $16, 355 in salaries and retained earnings of $38,343.
On the company's balance sheet they listed $48,618 under "payable to shareholder, non-interest bearing, no set terms of repayment" which is the same amount listed under "advances from shareholder."
Fatkat only had one shareholder, whose name is not known because it was blacked out in the documents from the province.
Under the New Brunswick film tax credit, the province gave Fatkat a tax credit up to a maximum of 40 per cent of eligible salaries, which reduced the production costs for a project called "And Yet I Blame Hollywood" by $28,298.
By 2005, Fatkat posted revenues of $349,549 with a gross profit of $151,454, but took a net loss of $20,563 and only stayed in the black because of earnings from the previous year, which brought 2005's retained earnings down to $17,880.
Salaries for 2005 increased to $90,600 while wages and benefits rose to $202, 355.
The company listed long-term debt of $36,265 in the form of an interest free loan from the Atlantic Canada Opportunities Agency with a five-year repayment schedule.
Fatkat also had a $10,000 line of credit, of which they borrowed the total amount and pledged a NB Film Tax Credit for security.
For 2005 the province provided a film tax credit that reduced production costs for projects called "Horseback Salad" and "Odd Job Jack" by $44,409.
By 2006 Fatkat's revenue was up to $613,532 for a gross profit of $392,819 after expenses, such as $166,566 for wages and benefits.
Salaries in 2006 jumped to $217,918 and after general and administration costs, under which Fatkat listed bad debts of $14,377, the company posted net earnings of $82,122.
With the earnings from 2005, Fatkat posted retained earnings of $99,902 for 2006, which included $20,000 listed under "loan forgiveness."
Fatkat still maintained a $10,000 line of credit, but it was unused at year end, although the company's loan from ACOA increased to $94,628, along with an $8,000 interest free NB Film Development Loan.
Another source of Fatkat's funding in 2005 was Business New Brunswick under their Technology Adoption and Commercialization Program under which they received $9,000 for equipment and software costs in July 2005 and $6,000 in September 2005.
In January 2005, the Miramichi Regional Economic Development Fund sent a letter to Fatkat to inform them of approval of up to $15,350 in funding for marketing activities, which they listed as a laptop, materials, promotions, an LCD projector, a Blackberry, tradeshow booth, tradeshows and travel.
Later that year, the economic development fund sent another letter dated June 8 to confirm approval of up to $32,000 in further funding for a portion of costs associated with marketing activities, such as travel, accommodations and food and entertainment on sales trips, along with $14,000 for event sponsorship, $20,000 for signage and billboards, $4,000 in "disposable giveaways", $15,000 in "high-end giveaways" such as jerseys and $5,000 in miscellaneous costs, such as business cards and brochures.
In July 2006, the Business New Brunswick Minister, whose name was blacked out, sent a letter to Gene Fowler, whose name was blacked out, to congratulate them on their nomination as the Ernst and Young Entrepreneur of the Year award.
"You are one of a select group of business people. You have proven leadership in challenging and prosperous times, and commitment to your industry and community," the letter said.
On Aug. 25, 2006, the Community Economic Development Fund sent a letter to Fatkat stating they would issue a $1,612 cheque to cover 50 per cent of the costs for a growth potential assessment.
The documents provided by Business New Brunswick also included a direction of payment letter to the department's project executive from Fatkat that authorized Business New Brunswick to pay out of an unspecified loan of $125,000 to the Business Development Bank of Canada on Oct. 24, 2006.
Fatkat also provided the province with receipts from suppliers during their renovations, as well as statements from credit card companies showing where they were spending money.
Invoices listed where Fatkat was spending thousands of dollars, with money going to many local businesses, including Downeast Mobility, Lounsbury Furniture, Allison's Manufacturing and Miramichi Bolt and Screw.
Visa statements also listed purchases, such as at Boston Pizza in Miramichi and O'Briens Irish Pub in New York, with notations of either a P, check mark or X next to each purchase, with no indication of what the notations meant.
Some of the more sizeable purchases included $134.95 spent at Friday's Roast Beef in Ottawa, which had an X next to it and $907.50 for a company called Elite Limousine Inc. in Ottawa, which also had an X next to it on the statement.
A few of the purchases had hand written notes with the words "no receipt" scribbled next to them, while a charge for $47.91 at the Chatham Subway had "personal expense" written next to it with both a check mark and X.
A statement from July 14 to Aug. 14, 2006 showed a $353.40 charge from a business called Bejewel in Fredericton, $116.77 at a 7-11 in Flushing, N.Y., $146.41 at a Barnes and Noble in New Jersey, $120 at Boston Pizza in Miramichi and $116.77 in cash advances.
A November 2006 statement showed a $360 at Choo Choo's, along with a $60 charge from GTA Airport Limousine in Georgetown, Ont., $60 from Gill Limo in Lasalle, Que. and four charges of $36.95 each NB Liquor in Miramichi.
Each charge had an X next to it on the copy of the statement.
Another statement included a $3.66 cash advance interest charge, although no statements showed when the cash advance was withdrawn or how much was taken.
Fatkat requested money before coming to Miramichi
Sept. 7, 2009
This is part 3 of our look at documents obtained from the provincial government iunder the Right to Information Act regarding it's dealings with Fatkat Animation.
On April 4, 2003 a Fatkat representative whose name was blacked out sent an e-mail to Business New Brunswick in which they talked about the possibility of relocating the studio to New Brunswick from Nova Scotia.
The e-mailer called two Business New Brunswick representatives, whose names were blacked out, "honourable and sincere people" and said how excited they were about moving to New Brunswick.
But the e-mail also said there were a few things standing in their way and they wanted to be open and honest about them.
One of the issues was a lease on an apartment until December, which the e- mailer couldn't break, but they were looking for someone to take it over and asked if any funding was available for moving.
A note scribbled after the request had a simple no for an answer, while other hand written notes said "ACOA EI program" and "tax issue."
The e-mailer also said they were looking to buy a house in Chatham, but the bank wouldn't approve a mortgage without a signed contract.
"I'm sure secured government funding or a big production contract would persuade them. Or is there something else that the government could do to help us?"
The e-mail went on to say there was concern about selling a big production contract and although there seemed to be a lot of potential business headed their way, the e-mailer said they were clearing out room in their apartment so they could work in the same location with an associate whose name was blacked out.
"But if something big does come in, say a production gig to produce 16 episodes of a animated series. We'll have to set up shop really quick. This is where I ask how fast can funding come through if a contract is on the line?"
The Fatkat representative mentioned the possibility of someone whose name was blacked out becoming a partner in the company and had several questions about the implications of being based in Halifax.
"NB wage subsidies obviously wouldn't apply but ACOA funding is maritime based is it not? So I can't see a problem. Or am I incorrect?"
The writer also asked if there were any programs they could apply for as soon as possible to keep the potential partner around until government funding kicked in.
"If things keep going at the pace they are we should be fine. These are just the variables we're looking at and I like being completely honest about my situations especially with the two people that will be playing a part in the Fatkat's future."
A second e-mail later that day asked if the unknown Business New Brunswick representatives could connect them with some of the companies they were talking about over the previous few days because Fatkat always had room for more projects.
"Things are very exciting for us right now. All we need is a long term contract to help push us in the right direction. Anything you could do to help would be most appreciated and never forgotten."
It went on to say they would send letters of interest as they receive them and asked if they would be of use to the representatives.
On April 9, 2003 a Business New Brunswick representative sent Fatkat an e- mail in which they said they spoke with someone from the Training, Employment and Development Department who provided details about the Self-Employment Benefit (SEB) program.
The e-mail told Fatkat to talk to someone whose name was blacked out, but the company representative had met during a visit to New Brunswick.
The Business New Brunswick representative thought it would be worth calling to let them know how far the Fatkat representative was in the employment insurance process.
"That way, he will be able to provide the guidance and information necessary so you can take advantage of the SEB program when you relocate to New Brunswick. "
An e-mail from a Business New Brunswick project executive, which was undated but spoke of being out of the office April 30, thanked Fatkat for sharing their comments and suggestions regarding the Fatkat Animation business plan.
The improvements listed by the executive were a letter from NBCC Miramichi outlining where the students are going for employment opportunities, a greater outline of animation firms in New Brunswick and Atlantic Canada, and letters of intent from potential clients.
They also said once the improvements were completed and a marketing plan drawn together, Business New Brunswick would re-engage Fatkat in the evaluation process.
The project executive addressed Fatkat's concerns about ACOA's history with information technology startups and said one of their colleagues had dealt with information technology files in the past and might have been able to move things along.
The documents included Fatkat Animation's one-time expenses for the first month as $60,498 for items such as computers, animation tables and leasehold improvements.
A separate note on the same page listed $42,098 for equipment, $5,400 for furniture and $27,680 for software.
Fatkat listed $2,779 for supplies including animation paper, tape and pencils.
One page with a heading called contract work listed monthly amounts next to six blacked out names for a total of $30,300.
Those contract amounts were included under payroll in the monthly expense figures, along with $2,500 for rent and $5,000 for possible travel costs.
Another page repeated the monthly expenses and had a typed side note titled "from balance sheet" and listed long-term debt as $17,100.
Under startup costs, Fatkat listed one-time expenses at $57,148, but the other figures remained the same.
A comment at the end of the financials said it would be more cost effective to switch to salaried employees once revenues reached $100,000.
On the company's starting balance sheet they listed a $17,100 shareholder loan, an $8,000 shareholder loan and $83,780 startup loan under liabilities and equity.
Under the company's profit and loss projection Fatkat listed a net loss of $2,211.30 for March 2003, but predicted the net profit would gradually increase every month up to $22,963.53 in March 2004, which was the last month listed.