Company Quick10K Filing
MFC Bancorp
20-F 2019-12-31 Filed 2020-05-11
20-F 2018-12-31 Filed 2019-04-30
20-F 2017-12-31 Filed 2018-04-10
20-F 2016-12-31 Filed 2017-03-31
20-F 2015-12-31 Filed 2016-05-02
20-F 2013-12-31 Filed 2014-03-31
20-F 2012-12-31 Filed 2013-04-01
20-F 2011-12-31 Filed 2012-03-30
20-F 2010-12-31 Filed 2011-03-31
20-F 2009-12-31 Filed 2010-03-26

MFCB 20F Annual Report

Part I
Item 1: Identity of Directors, Senior Management and Advisers
Item 2: Offer Statistics and Expected Timetable
Item 3: Key Information
Item 4: Information on The Company
Item 4A: Unresolved Staff Comments
Item 5: Operating and Financial Review and Prospects
Item 6: Directors, Senior Management and Employees
Item 7: Major Shareholders and Related Party Transactions
Item 8: Financial Information
Item 9: The Offer and Listing
Item 10: Additional Information
Item 11: Quantitative and Qualitative Disclosures About Market Risk
Item 12: Description of Securities Other Than Equity Securities
Part II
Item 13: Defaults, Dividend Arrearages and Delinquencies
Item 14: Material Modifications To Rights of Security Holders and Use of Proceeds
Item 15: Controls and Procedures
Item 16: [Reserved]
Item 16A: Audit Committee Financial Expert
Item 16B: Code of Ethics
Item 16C: Principal Accountant Fees and Services
Item 16D: Exemptions From The Listing Standards for Audit Committees
Item 16E: Purchases of Equity Securities By The Issuer and Affiliated Purchasers
Item 16F: Change in Registrant's Certifying Accountant
Item 16G: Corporate Governance
Item 16H: Mine Safety Disclosure
Item 17: Financial Statements
Item 18: Financial Statements
Note 1. Nature of Business
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Note 3. Capital Disclosure on The Group's Objectives, Policies and Processes for Managing Its Capital Structure
Note 4. Acquisitions of Consolidated Entities
Note 5. Assets Classified As Held for Sale
Note 6. Business Segment Information
Note 7. Securities
Note 8. Trade Receivables
Note 9. Other Receivables
Note 10. Inventories
Note 11. Investment Property
Note 12. Property, Plant and Equipment
Note 13. Interests in Resource Properties
Note 14. Deferred Income Tax Assets and Liabilities
Note 15. Account Payables and Accrued Expenses
Note 16. Bond Payables
Note 17. Decommissioning Obligations
Note 18. Shareholders' Equity
Note 19. Consolidated Statements of Operations
Note 20. Share - Based Compensation
Note 21. Income Taxes
Note 22. (Loss) Earnings per Share
Note 23. Dividends Paid
Note 24. Commitments and Contingencies
Note 25. Consolidated Statements of Cash Flows - Supplemental Disclosure
Note 26. Related Party Transactions
Note 27. Financial Instruments
Note 28. Fair Value Disclosure for Non - Financial Assets
Note 29. Scully and Its Significant Subsidiaries
Note 30. Subsequent Events
Note 31. Approval of Consolidated Financial Statements
Item 19: Exhibits
EX-2.1 tm206803d1_ex2-1.htm
EX-8.1 tm206803d1_ex8-1.htm
EX-12.1 tm206803d1_ex12-1.htm
EX-12.2 tm206803d1_ex12-2.htm
EX-13.1 tm206803d1_ex13-1.htm
EX-13.2 tm206803d1_ex13-2.htm

MFC Bancorp Earnings 2019-12-31

Balance SheetIncome StatementCash Flow

20-F 1 tm206803-1_20f.htm FORM 20-F

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

Commission file number 001-04192

 

SCULLY ROYALTY LTD.

 

(Exact name of Registrant as specified in its charter)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong SAR, China

(Address of office)

 

Michael J. Smith

Unit 803, Dina House

Ruttonjee Centre

11 Duddell Street

Hong Kong SAR, China

Telephone: 1 (844) 331-3343

Facsimile: + (852) 2840-1260

with a copy to:

H.S. Sangra

Sangra Moller LLP

1000 Cathedral Place, 925 West Georgia Street

Vancouver, British Columbia, Canada V6C 3L2

Facsimile: +1 604-669-8803

 

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of US$0.001 par value each SRL New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

 

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

 

There were 12,554,801 Common Shares of US$0.001 par value each issued and outstanding as at December 31, 2019.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ YES     x NO

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   ¨ YES     x NO

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x YES     ¨ NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES     ¨ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer, "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
    Emerging growth company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board   x Other  ¨

 

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17     ¨ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨ YES x NO

 

 

 

 

SCULLY ROYALTY LTD.

 

Dear Fellow Shareholders,

 

We are pleased to present the results of Scully Royalty Ltd. ("Scully") for the year ended December 31, 2019 and present an update on our recent corporate developments.

 

In 2019, we continued to work towards our goal of maximizing value for our shareholders over the long-term. To that end, we made some important progress during the year, including changing our reporting structure to more accurately reflect how management views the various businesses in our group, resulting in three separate and independently managed reportable segments under our corporate umbrella.

 

As a result, our business segments now include:

 

Iron Ore Royalty

 

We derive revenue from a mining lease upon which the Scully iron ore mine is situated in Newfoundland and Labrador, Canada. The lease commenced in 1956 and expires in 2055. Pursuant to this lease, we hold a net revenues royalty interest on iron ore shipped from the mine. The new operator of the mine re-commenced mining operations in 2019. Under the terms of the lease, we receive minimum payments of $3.25 million per year, which may be credited towards royalties equal to 7% of net revenue.

 

Industrial Equity

 

Our Industrial Equity segment includes multiple projects in resources and services around the globe. It seeks opportunities to benefit from long-term industrial and services assets, including natural gas, with a focus on East Asia.

 

We make proprietary investments as part of our overall merchant banking activities and we seek to realize gains on such investments over time. We seek to participate in many industries, emphasizing those business opportunities where the perceived intrinsic value is not properly recognized, often as a result of financial or other distress affecting them. These investments can take many forms and can include acquiring entire businesses or portions thereof, investing in equity or investing in existing indebtedness of businesses or in new equity or debt issues. These activities are generally not passive. The structure of each of these opportunities is tailored to each individual transaction.

 

We hold various production and processing assets, including a hydro-electric power plant and hydrocarbon production and processing assets in Canada.

 

Merkanti Holding

 

Our Merkanti Holding segment consists of a subsidiary with its bonds listed on the Malta Stock Exchange and comprises regulated specialty trade finance and regulated merchant banking businesses, including the Bank, with a focus on Europe.

 

We own a bank, which is licenced in Europe. The Bank does not engage in general retail or commercial banking, but provides specialty banking services, focused on merchant banking, to our customers, suppliers and group members. In addition, we hold an interest in certain industrial real estate in Europe.

 

All Other

 

Our All Other segment encompasses our corporate investments, as well as the overhead expenses of the parent company.

 

We expect to make progress towards our goal to maximize value for shareholders in 2020.

 

i

 

 

Overview of Financial Position

 

(C$ in thousands, except ratios and per share amounts)   

(unaudited) 

  December 31, 2019   December 31, 2018 
Cash and cash equivalents   78,274    67,760 
Securities, current   14,174    7,400 
Trade receivables   4,158    5,343 
Inventories   2,388    11,406 
Total current assets   108,495    102,006 
Total current liabilities   19,889    27,207 
Working capital   88,606    74,799 
Current ratio(2)   5.46    3.75 
Total assets   503,349    506,913 
Total long-term debt(1)   35,418    -- 
Total long-term debt-to-equity(2)   0.10    -- 
Total liabilities   141,335    112,507 
Shareholders' equity   353,612    386,376 
Net book value per share(3)   28.17    30.82 

 

 

Notes:

(1)

Long-term debt includes bond payables and does not include: (a) a non-interest bearing loan payable of $4.8 million as at December 31, 2019 and $4.0 million as at December 31, 2018, which is measured at fair value through profit or loss and does not have a fixed repayment date; and (b) long-term lease liabilities of $0.8 million as at December 31, 2019 ($nil as at December 31, 2018).

(2)The current ratio is calculated as current assets divided by current liabilities and the total long-term debt-to-equity ratio is calculated as total long-term debt divided by shareholders' equity.
(3)Net book value per share is calculated as shareholders' equity divided by the number of common shares outstanding at the end of the applicable period.

 

Stakeholder Communications

 

Management welcomes any questions you may have and looks forward to discussing our operations, results and plans with stakeholders. Further:

 

·stakeholders are encouraged to read this entire annual report, which includes our audited financial statements and managements discussion and analysis, for the year ended December 31, 2019, for a greater understanding of our business and operations; and

 

·direct any questions regarding the information in this report to our North American toll-free line at 1 (844) 331 3343 or email info@scullyroyalty.com to book a conference call with our senior management.

 

Respectfully Submitted,

 

Michael J. Smith

Chairman, President and Chief Executive Officer

 

ii

 

 

SCULLY ROYALTY LTD.

 

Form 20-F

 

TABLE OF CONTENTS

 

INTRODUCTORY MATTERS 1
PART I 1
FORWARD-LOOKING STATEMENTS 1
CURRENCY INFORMATION 1
NOTE ON FINANCIAL AND OTHER INFORMATION 2
ITEM 1:  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2
ITEM 2:  OFFER STATISTICS AND EXPECTED TIMETABLE 2
ITEM 3:  KEY INFORMATION 2
A. Selected Financial Data 2
B. Capitalization and Indebtedness 3
C. Reasons for the Offer and Use of Proceeds 3
D. Risk Factors 3
ITEM 4:  INFORMATION ON THE COMPANY 12
A. History and Development of the Company 12
B. Business Overview 13
C. Organizational Structure 16
D. Property, Plants and Equipment 16
ITEM 4A:  UNRESOLVED STAFF COMMENTS 17
ITEM 5:  OPERATING AND FINANCIAL REVIEW AND PROSPECTS 17
General 17
Results of Operations 18
Liquidity and Capital Resources 22
Application of Critical Accounting Policies 27
New Standards and Interpretations Not Yet Adopted 30
Trend Information 30
Off-Balance Sheet Arrangements 31
Safe Harbor 31
ITEM 6:  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 31
A. Directors and Senior Management 31
B. Compensation 33
C. Board Practices 34
D. Employees 35
E. Share Ownership 35
ITEM 7:  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 36
A. Major Shareholders 36
B. Related Party Transactions 37
C. Interests of Experts and Counsel 37
ITEM 8:  FINANCIAL INFORMATION 37
A. Consolidated Statements and Other Financial Information 37
B. Significant Changes 38
ITEM 9:  THE OFFER AND LISTING 38
A. Offer and Listing Details 38
B. Plan of Distribution 38
C. Markets 38
D. Selling Shareholders 39
E. Dilution 39
F. Expenses of the Issue 39
ITEM 10:  ADDITIONAL INFORMATION 39
A. Share Capital 39
B. Memorandum and Articles of Association 39
C. Material Contracts 41
D. Exchange Controls 41
E. Taxation 41

 

(i)

 

 

F. Dividends and Paying Agents 44
G. Statement by Experts 45
H. Documents on Display 45
I. Subsidiary Information 45
ITEM 11:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 45
ITEM 12:  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 45
PART II 46
ITEM 13:  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 46
ITEM 14:  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 46
ITEM 15:  CONTROLS AND PROCEDURES 46
ITEM 16:  [RESERVED] 47
ITEM 16A:  AUDIT COMMITTEE FINANCIAL EXPERT 47
ITEM 16B:  CODE OF ETHICS 48
ITEM 16C:  PRINCIPAL ACCOUNTANT FEES AND SERVICES 48
ITEM 16D:  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 49
ITEM 16E:  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 49
ITEM 16F:  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 49
ITEM 16G:  CORPORATE GOVERNANCE 49
ITEM 16H:  MINE SAFETY DISCLOSURE 49
ITEM 17:  FINANCIAL STATEMENTS 49
ITEM 18:  FINANCIAL STATEMENTS 50
ITEM 19:  EXHIBITS 116

 

(ii)

 

 

INTRODUCTORY MATTERS

 

All references in this document to "$" and "dollars" are to Canadian dollars, all references to "US$" are to United States dollars and all references to "Euro" or "€" are to the European Union Euro, unless otherwise indicated.

 

Unless the context otherwise indicates, references herein to "we", "us", "our" or the "Company" are to Scully Royalty Ltd. and its consolidated subsidiaries.

 

PART I

 

FORWARD-LOOKING STATEMENTS

 

This document contains certain forward-looking information and statements, including statements relating to matters that are not historical facts and statements of our beliefs, intentions and expectations about developments, results and events which will or may occur in the future, including "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, collectively referred to as "forward-looking statements". Forward-looking statements are typically identified by words such as "anticipate", "could", "should", "expect", "may", "intend", "will", "plan", "estimate", "believe" and similar expressions suggesting future outcomes or statements or their negative or other comparable words.  Forward-looking statements include, but are not limited to, statements with respect to: our market, economic conditions, performance and business plans and prospects. All such forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are, however, subject to known and unknown risks and uncertainties and other factors. As a result, actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits will be derived therefrom. These risks, uncertainties and other factors include, among others, those set forth under the section entitled "Item 3: Key Information – D. Risk Factors".

 

Although we believe that the expectations reflected in such forward-looking information and statements are reasonable, we can give no assurance that such expectations will prove to be accurate. Accordingly, readers should not place undue reliance upon any of the forward-looking information and statements set out in this document. The forward-looking information and statements are made as of the date of this document and we assume no obligation to update or revise them except as required pursuant to applicable securities laws.

 

CURRENCY INFORMATION

 

The following table sets forth the exchange rates for the translation of United States dollars and Euros to Canadian dollars in effect at the end of each of the five most recent financial years, the average exchange rates during these periods and the range of high and low exchange rates for these periods. The exchange rates are based on the noon rate of exchange for dates through April 28, 2017, and based on the average daily rate of exchange for dates after April 28, 2017, as reported by the Bank of Canada.

 

   Years Ended December 31, 
   2019   2018   2017   2016   2015 
   ($/US$) 
End of period   1.2988    1.3642    1.2545    1.3427    1.3840 
High for period   1.2988    1.2288    1.2128    1.2544    1.1728 
Low for period   1.3600    1.3642    1.3743    1.4589    1.3990 
Average for period   1.3269    1.2957    1.2986    1.3248    1.2787 
 ($/€) 
End of period   1.4583    1.5613    1.5052    1.4169    1.5029 
High for period   1.4438    1.4791    1.3848    1.3875    1.3111 
Low for period   1.5441    1.5330    1.5330    1.5928    1.5298 
Average for period   1.4856    1.5302    1.4651    1.4660    1.4182 

 

1

 

 

The following table sets forth the range of high and low exchange rates for the translation of United States dollars and Euros to Canadian dollars for each of the previous six months. The exchange rates are based on the average daily rate of exchange, as reported by the Bank of Canada.

 

Month  High   Low 
   ($/US$) 
April 2020   1.3904    1.4217 
March 2020   1.3356    1.4496 
February 2020   1.3224    1.3429 
January 2020   1.2970    1.3233 
December 2019   1.2988    1.3302 
November 2019   1.3148    1.3307 

 

   ($/€) 
April 2020   1.5117    1.5538 
March 2020   1.4890    1.5772 
February 2020   1.4282    1.4766 
January 2020   1.4471    1.4653 
December 2019   1.4583    1.4742 
November 2019   1.4563    1.4723 

 

On May 8, 2020, the average daily rate of exchange for the translation of United States dollars and Euros to Canadian dollars were US$1.00 = $1.3934 and €1.00 = $1.5109, respectively.

 

NOTE ON FINANCIAL AND OTHER INFORMATION

 

Unless otherwise stated, all financial information presented herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, referred to as "IFRS" and the "IASB", respectively, which may not be comparable to financial data prepared by many U.S. companies.

 

Due to rounding, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures.

 

All websites referred to herein are inactive textual references only, meaning that the information contained on such websites is not incorporated by reference herein and you should not consider information contained on such websites as part of this document unless expressly specified.

 

ITEM 1:  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2:  OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3:  KEY INFORMATION

 

A. Selected Financial Data

 

The following table summarizes selected consolidated financial data prepared in accordance with IFRS for the five fiscal years ended December 31, 2019. Effective December 31, 2015, we changed our reporting currency to the Canadian dollar. The information in the table was extracted from our consolidated financial statements and related notes included elsewhere in this or previously filed annual reports on Form 20-F, and should be read in conjunction with such financial statements and with the information appearing under the heading "Item 5: Operating and Financial Review and Prospects".

 

The Company has applied IFRS 16, Leases, referred to as "IFRS 16", as from January 1, 2019 by using the modified retrospective approach, not restating comparatives for the 2018 and 2017 reporting periods. The reclassifications and the adjustments arising from the new leasing standard are recognized in the opening balance sheet on January 1, 2019.

 

2

 

 

Selected Financial and Other Data

(Stated in Canadian dollars in accordance with IFRS)

(In thousands, other than per share amounts)

 

   2019   2018   2017   2016   2015 
Revenue  $113,267   $139,751   $274,035   $1,131,657   $1,629,100 
(Loss) income from continuing operations   (18,403)   112,211    (47,065)   (23,720)   (244,602)
Net (loss) income from continuing operations per share:                         
Basic   (1.48)   8.96    (3.75)   (2.01)   (19.37)
Diluted   (1.48)   8.96    (3.75)   (2.01)   (19.37)
Net loss from discontinued operations   -    -    -    -    (241,402)
Loss per share from discontinued operations:                         
Basic   -    -    -    -    (19.12)
Diluted   -    -    -    -    (19.12)
Net (loss) income for the year   (18,403)   112,211    (47,065)   (23,720)   (486,004)
Net (loss) income attributable to owners of the parent company   (18,553)   112,276    (47,855)   (25,361)   (487,630)
Net (loss) income per share:                         

Basic

   (1.48)   8.96    (3.81)   (2.01)   (38.61)
Diluted   (1.48)   8.96    (3.81)   (2.01)   (38.61)
Total assets   503,349    506,913    396,947    650,338    977,351 
Net assets   362,014    394,406    279,949    329,430    369,200 
Long-term debt, less current portion   -    -    -    80,564    174,333 
Bond payables, long-term   35,418    -    -    -    - 
Loan payable, long-term   4,769    3,981    -    -    - 
Shareholders' equity   353,612    386,376    277,780    327,520    367,192 
Capital stock, net of treasury stock(1)   309,844    309,505    309,505    358,831    358,831 
Weighted average number of common stock outstanding, basic and diluted   12,543    12,535    12,544    12,628    12,628 
Cash dividends paid to shareholders   -    -    -    -    4,388 

 

Note:

(1)Includes capital stock and additional paid-in capital, less treasury stock.

 

B. Capitalization and Indebtedness

 

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D. Risk Factors

 

An investment in our Common Shares involves a number of risks. You should carefully consider the following risks and uncertainties in addition to other information in this annual report on Form 20-F in evaluating our company and our business before making any investment decisions. Our business, operating and financial condition could be harmed due to any of the following risks.

 

Risk Factors Relating to Our Business

 

Our financial results may fluctuate substantially from period to period.

 

We expect our business to experience significant periodic variations in its revenue and results of operations in the future. These variations may be attributed in part to the fact that our merchant banking revenue is often earned upon the successful completion of a transaction, the timing of which is uncertain and beyond our control. In many cases, we may receive little or no payment for engagements that do not result in the successful completion of a transaction. Additionally, we seek to acquire undervalued assets where we can use our experience and management to realize upon the value. Often, we will hold or build upon these assets over time and we cannot predict the timing of when these assets' values may be realized. As a result, we are unlikely to achieve steady and predictable earnings, which could in turn adversely affect our financial condition and results of operations.

 

3

 

 

A weakening of the global economy, including capital and credit markets, could adversely affect our business and financial results and have a material adverse effect on our liquidity and capital resources.

 

Our business, by its nature, does not produce predictable earnings and it may be materially affected by conditions in the global financial markets and economic conditions generally. As demand for our products and merchant banking services has historically been determined by general global macro-economic activities, demand and prices for our products and services have historically decreased substantially during economic slowdowns. A significant economic downturn may affect our sales and profitability and may adversely affect our suppliers and customers. Further, an economic downturn may impact the operations and production of the iron ore mine underlying our royalty interest. Depending on their severity and duration, the effects and consequences of a global economic downturn could have a material adverse effect on our liquidity and capital resources, including our ability to raise capital, if needed, and otherwise negatively impact our business and financial results.

 

A weakening of global economic conditions would likely aggravate the adverse effects of difficult economic and market conditions on us and on others in the merchant banking industry. In particular, we may face, among others, the following risks related to any future economic downturn: increased regulation of our banking operations; compliance with such regulation may increase the costs of our banking operations, may affect the pricing of our products and services and limit our ability to pursue business opportunities; reduced demand for our products and services; inability of our customers to comply fully or in a timely manner with their existing obligations; and the degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which, in turn, impact the reliability of the process and the sufficiency of our credit loss allowances.

 

Further, any disruption or volatility in the global financial markets could have a material adverse effect on us, including our ability to access capital and liquidity on financial terms acceptable to us, if at all. Market deterioration and weakness can result in a material decline in the number and size of the transactions that we execute for our own account or for our clients and to a corresponding decline in our revenue. Any market weakness can further result in losses to the extent that we hold assets in such market. If all or some of the foregoing risks were to materialize, this could have a material adverse effect on us.

 

We are subject to global economic, market and business risks with respect to the current COVID-19 pandemic.

 

The outbreak of COVID-19 in Asia in December 2019 and the subsequent spread of the virus globally through the first quarter of 2020 has resulted in significant and widespread infections and fatalities. In March 2020, the World Health Organization declared the spread of COVID-19 a pandemic. The rapid spread of the virus has resulted in various federal, state and provincial governments declaring emergency measures and the implementation of numerous measures to attempt to contain the virus, including travel bans and restrictions, quarantines, business closures, shelter in place orders and other shutdowns and restrictions.

 

The impact of the pandemic and the global response thereto has, among other things, significantly disrupted global economic activity, negatively impacted gross domestic product and caused significant volatility in financial markets, with various countries already reporting significant declines in gross domestic product and business activity and material increases in unemployment. This may in turn reduce the level of activity in which certain of our businesses operate and may negatively impact or cause volatility in the price of iron ore and other commodities and have a negative impact on such businesses' respective ability to generate revenues or profits. If the pandemic is prolonged, this could amplify the current negative demand and supply chain effects as well as the negative impact on global growth and global financial markets.

 

To date, we have not experienced a significant impact on our operations as a result of the current COVID-19 pandemic. However, the ultimate scope, duration and effects of the pandemic are currently uncertain. We expect that this pandemic, and any future epidemic or pandemic crises, could result in direct and indirect adverse effects on the industries in which we operate, customers and the demand for the iron ore products underlying the mine in which we have a royalty interest.

 

While various countries have implemented stimulus packages and other fiscal measures to attempt to reduce the impact of the pandemic on their economies, the impact of the pandemic on global economic activity and markets both in the short and longer term is uncertain at this time. The magnitude and duration of the disruption and resulting decline in business activity resulting from the COVID-19 pandemic is currently uncertain. While we expect that there will likely be some negative impact on our results of operations, cash flows and financial position from the pandemic beyond the near-term, the extent to which the COVID-19 pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals' actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response thereto; the effect on our customers, including the borrowers and customers of our Bank (as defined herein); its impacts on our suppliers; and the impact of the pandemic on our counterparties and their ability to carry out their obligations to us.

 

4

 

 

Although disruption and effects of the COVID-19 pandemic may be temporary, given the dynamic nature of these circumstances and the worldwide nature of our business and operations, the duration of any business disruption and the related financial impact to us cannot be reasonably estimated at this time but could materially affect our business results of operations and financial condition.

 

Please also see Note 30 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

Our business is highly competitive.

 

All aspects of our business are highly competitive and we expect them to remain so.

 

Our competitors include merchant and investment banks, brokerage firms, commercial banks, private equity firms, hedge funds, financial advisory firms and natural resource and mineral royalty companies. Many of our competitors have substantially greater capital and resources, including access to supply, than we do. We believe that the principal factors affecting competition in our business include transaction execution, our products and services, client relationships, reputation, innovations, credit worthiness and price.

 

The scale of our competitors has increased in recent years as a result of substantial consolidation. These firms have the ability to offer a wider range of products than we do, which may enhance their competitive position.

 

The Cayman Islands has been added by the European Council to the European Union's list of non-cooperative jurisdictions for tax purposes, referred to as the "EU Blacklist", which could cause our clients, customers and other counterparties to lose confidence in the Cayman Islands as a financial centre and impact their willingness to conduct business with us. This status, if not removed, may have an adverse impact upon our business, operations, reputation and, potentially, our financial condition and results of operations.

 

In February 2020, the Cayman Islands was added to the EU Blacklist, being a list of non-cooperative jurisdictions for tax purposes. It is commonly believed that the reason for the inclusion of the Cayman Islands in that list was due to its having missed the EU's deadline (end of 2019) for the introduction of legislation for the registration of private funds domiciled in the Cayman Islands (the legislation was introduced in the last quarter of 2019, but did not formally become law until early February 2020). The EU has encouraged its members to apply certain measures on transactions with jurisdictions on the EU Blacklist from January 1, 2021, including, among other things, limiting certain tax deductions on payments to entities in non-cooperative tax jurisdictions and imposing withholding taxes on payments. There can be no assurance that the Cayman Islands will be removed from the EU Blacklist.

 

The addition of the Cayman Islands to the EU Blacklist has resulted in clients, customers and other counterparties questioning the integrity and the transparency of the Cayman Islands as a viable financial centre. It may also result in their seeking to reduce the amount of business activity they conduct with us or to alter the terms of their business with us so they are less favourable. Such actions will adversely affect our business and operations.

 

We have businesses located or that do business in European markets. It is currently not clear what the potential impact of the Cayman Islands being included on the EU Blacklist will be on such businesses. The reputational harm to our businesses associated with our being a Cayman Islands entity could potentially have an adverse impact on our business, financial condition and results of operations if that status continues for an extended period of time.

 

If we are unable to compete effectively with our competitors, our business and results of operations will be adversely affected.

 

During the year ended December 31, 2019, other than a metal customer of a subsidiary that was sold in 2019 that accounted for 13% of our revenue, none of our customers accounted for more than 10% of our revenue. The loss of key customers, due to competitive conditions or otherwise, may adversely affect our results of operations.

 

Our earnings and, therefore, our profitability may be affected by price volatility in our various products.

 

The majority of our revenue from our merchant banking business in 2019 was derived from the sale of products, which include metals, hydrocarbons, food products and other materials. Any revenues from our royalty interest in an iron ore mine are also impacted by the price of iron ore. As a result, our earnings are directly related to the prices of these underlying products. There are many factors influencing the price of these products, including: expectations for inflation; global and regional demand and production; political and economic conditions; and production costs in major producing regions. These factors are beyond our control and are impossible for us to predict. Changes in the prices of our products may adversely affect our operating results.

 

We may face a lack of suitable acquisition, merger or other proprietary investment candidates, which may limit our growth.

 

In order to grow our business, we may seek to acquire, merge with or invest in new companies or opportunities. Our failure to make acquisitions or investments may limit our growth. In pursuing acquisition and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or investment.

 

The operation of the iron ore mine underlying our royalty interest is generally determined by a third-party operator and we currently have no decision-making power as to how the property is operated. In addition, we have no or very limited access to technical or geological data respecting the mine, including as to mineralization or reserves. The operator's failure to perform or other operating decisions could have a material adverse effect on our revenue, results of operations and financial condition.

 

The operation of the iron ore mine underlying our royalty interest was closed in 2014. A new operator acquired the former operator's interests in the second quarter of 2017. The operator generally has the power to determine the manner in which the property is operated. The interests of the operator and our interests may not always be aligned. Our inability to control the operations of the mine can adversely affect our profitability, results of operations and financial condition. In addition, we have no or very limited access to technical or geological data respecting the mine, including as to mineralization and reserves.

 

5

 

 

To the extent grantors of royalties and other interests do not abide by their contractual obligations, we may be forced to take legal action to enforce our contractual rights. Should any decision with respect to such action be determined adversely to us, such decision may have a material adverse effect on our profitability, results of operations and financial condition.

 

In addition, we have no or very limited access to technical or geological data relating to the mine and operations underlying our interest, including reserves data. Accordingly, we can provide no assurances as to the level of reserves at the mine. If the operator determines there are insufficient reserves to economically operate the mine, it may abandon its currently announced re-start or, thereafter, scale back or cease operations, which could have a material adverse effect on our profitability, results of operations and financial condition.

 

Our activities are subject to counterparty risks associated with the performance of obligations by our counterparties.

 

Our business is subject to commercial risks, which include counterparty risk, such as failure of performance by our counterparties. We seek to reduce the risk of non-performance by requiring credit support from creditworthy financial institutions where appropriate. We also attempt to reduce the risk of non-payment by customers or other counterparties by imposing limits on open accounts extended to creditworthy customers and imposing credit support requirements for other customers. Nevertheless, we are exposed to the risk that parties owing us or our clients and other financial intermediaries may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. These counterparty obligations may arise, for example, from placing deposits, the extension of credit or guarantees in trading and investment activities and participation in payment, securities and supply chain transactions on our behalf and as an agent on behalf of our clients. If any such customers or counterparties default on their obligations, our business, results of operations, financial condition and cash flow could be adversely affected.

 

In addition, we evaluate the credit risk in respect of accounts receivable and other amounts owed to us by counterparties, including loss allowances. We may recognize losses on such amounts where, based on such evaluations, we determine that the related credit risk has increased significantly. Furthermore, while we take steps to mitigate such credit risks, our actual losses on such balances may differ from our assessments and currently anticipated loss allowances and, as a result we may recognize impairments in the future.

 

We are subject to transaction risks that may have a material adverse effect on our business, results of operations, financial condition and cash flow.

 

We manage transaction risks through allocating and monitoring our capital investments in circumstances where the risk to our capital is minimal, carefully screening clients and transactions and engaging qualified personnel to manage transactions. Nevertheless, transaction risks can arise from our proprietary investing activities. These risks include market and credit risks associated with our operations. We intend to make investments in highly unstructured situations and in companies undergoing severe financial distress and such investments often involve severe time constraints. These investments may expose us to significant transaction risks. An unsuccessful investment may result in the total loss of such investment and may have a material adverse effect on our business, results of operations, financial condition and cash flow.

 

Our risk management strategies may leave us exposed to unidentified or unanticipated risks that could impact our risk management strategies in the future and could negatively affect our results of operations and financial condition.

 

We use a variety of instruments and strategies to manage exposure to various types of risks. For example, we may use derivative foreign exchange contracts to manage our exposure and our clients' exposure to foreign currency exchange rate risks. If any of the variety of instruments and strategies we utilize to manage our exposure to various types of risk are not effective, we may incur losses. Many of our strategies are based on historical trading patterns and correlations. However, these strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Unexpected market developments may affect our risk management strategies and unanticipated developments could impact our risk management strategies in the future.

 

If the fair values of our long-lived assets or their recoverable amounts fall below our carrying values, we would be required to record non-cash impairment losses that could have a material impact on our results of operations.

 

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Should the markets for our products deteriorate, should we decide to invest capital differently or should other cash flow assumptions change, it is possible that we will be required to record non-cash impairment losses in the future that could have a material adverse effect on our results of operations.

 

6

 

 

Derivative transactions may expose us to unexpected risk and potential losses.

 

We, from time to time, enter into derivative transactions that require us to deliver to the counterparty an underlying security, loan or other obligation in order to receive payment. Such derivative transactions may expose us to unexpected market, credit and operational risks that could cause us to suffer unexpected losses. Severe declines in asset values, unanticipated credit events or unforeseen circumstances may create losses from risks not appropriately taken into account in the structuring and/or pricing of a derivative transaction.

 

The operations of our bank subsidiary are subject to regulation, which could adversely affect our business and operations.

 

The operations of Merkanti Bank Limited, referred to as the "Bank", are subject to a number of directives and regulations, which materially affect our businesses. The statutes, regulations and policies to which we are subject may be changed at any time. In addition, the interpretation and the application by regulators of the laws and regulations to which we are subject may also change from time to time. Extensive legislation affecting the financial services industry has recently been adopted in Europe that directly or indirectly affects our business and regulations are in the process of being implemented. The manner in which those laws and related regulations are applied to the operations of credit institutions is still evolving. Any legislative or regulatory actions and any required changes to our business operations resulting from such legislation and regulations could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging or provide certain products and services, affect the value of assets that we hold, require us to increase our prices and therefore reduce demand for our financial products, impose additional compliance and other costs on us or otherwise adversely affect our businesses. Accordingly, there can be no assurance that future changes in regulations or in their interpretation or application will not adversely affect us. Please see "Item 4: Information on the Company – Regulation" for further information.

 

Further, the operations of our Bank may involve transactions with counterparties in the financial services industry, including commercial banks, investment banks and other institutional clients. Defaults by, and even rumors or questions about the solvency of certain financial institutions and the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. We may enter into transactions that could expose us to significant credit risk in the event of default by one of our significant counterparties. A default by a significant financial counterparty, or liquidity problems in the financial services industry generally, could have a material adverse effect on us.

 

Any failure to remain in compliance with sanctions, anti-money laundering laws or other applicable regulations in the jurisdictions in which we operate could harm our reputation and/or cause us to become subject to fines, sanctions or legal enforcement, which could have an adverse effect on our business, financial condition and results of operations.

 

Our business has adopted policies and procedures respecting compliance with sanctions and anti-money laundering laws and we have adopted various policies and procedures to ensure compliance with specific laws applicable to it, including internal controls and "know-your-customer" procedures aimed at preventing money laundering and terrorism financing; however, participation of multiple parties in any given transaction can make the process of due diligence difficult. Further, because our Bank's activities can be more document-based than other banking activities, it is susceptible to documentary fraud, which can be linked to money laundering, terrorism financing, illicit activities and/or the circumvention of sanctions or other restrictions (such as export prohibitions, licencing requirements or other trade controls). While we are alert to high-risk transactions, we are also aware that efforts, such as forgery, double invoicing, partial shipments of goods and use of fictitious goods, may be used to evade applicable laws and regulations. If our policies and procedures are ineffective in preventing third parties from using our finance operations as a conduit for money laundering or terrorism financing without our knowledge, our reputation could suffer and/or we could become subject to fines, sanctions or legal action (including being added to any "blacklists" that would prohibit certain parties from engaging in transactions with us, including our banking subsidiary), which could have an adverse effect on our business, financial condition and results of operations. In addition, amendments to sanctions, anti-money laundering laws or other applicable laws or regulations in countries in which we operate could impose additional compliance burdens on our operations.

 

Fluctuations in interest rates and foreign currency exchange rates may affect our results of operations and financial condition.

 

Fluctuations in interest rates may affect the fair value of our financial instruments sensitive to interest rates. An increase or decrease in market interest rates may result in changes to the fair value of our fixed interest rate financial instrument liabilities, thereby resulting in a reduction in the fair value of our equity. Similarly, fluctuations in foreign currency exchange rates may affect the fair value of our financial instruments sensitive to foreign currency exchange rates.

 

7

 

 

Some of our operations are subject to environmental laws and regulations that may increase the costs of doing business and may restrict such operations.

 

Some of our operations present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of government laws and regulations. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Compliance with such laws and regulations can require significant expenditures, and a breach may result in the imposition of fines and penalties, which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Any breach of environmental legislation by the operator of properties underlying our interests or by us, as an owner or operator of a property, could have a material impact on the viability of the relevant property and impair the revenue derived from the owned property or applicable royalty or other interest, which could have a material adverse effect on our results of operations and financial condition. Further, environmental hazards may exist on the properties on which we hold, or have previously held, interests, which are unknown to us at present and have been caused by previous or existing owners or operators of such properties.

 

Failure to comply with applicable laws, regulations or permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or other remedial actions. Parties engaged in resource operations or in the exploration or development of resource properties may also be required to compensate those suffering loss or damage by reason of their exploration or mining activities and may also be subject to civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

 

We may not be fully insured against certain environmental risks, either because such insurance is not available or because of high premium costs. In particular, insurance against risks from environmental pollution occurring over time, as opposed to sudden and catastrophic damages, is not available on economically reasonable terms. Accordingly, our properties may be subject to liability due to hazards that cannot be insured against or that have not been insured against due to prohibitive premium costs or for other reasons.

 

Limitations on our access to capital could impair our liquidity and our ability to conduct our business.

 

Liquidity, or ready access to funds, is essential to companies engaged in our business. Failures of financial firms have often been attributable in large part to insufficient liquidity. Liquidity is of particular importance to our merchant banking business and perceived liquidity issues may affect our clients' and counterparties' willingness to engage in transactions with us. Our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects our clients, counterparties, our lenders or us. Further, our ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.

 

We may require new capital to grow our business and there are no assurances that capital will be available when needed, if at all. It is likely such additional capital will be raised through the issuance of additional equity, which would result in dilution to our shareholders. A failure to obtain such additional capital could delay our ability to pursue our business plans in the future and adversely affect our future operations.

 

We may substantially increase our debt in the future.

 

It may be necessary for us to obtain financing with banks or financial institutions to provide funds for working capital, capital purchases, potential acquisitions and business development. Interest costs associated with any debt financing may adversely affect our profitability. Further, the terms on which amounts may be borrowed – including standard financial covenants regarding the maintenance of financial ratios, the prohibition against engaging in major corporate transactions or reorganizations and the payment of dividends – may impose additional constraints on our business operations and our financial strength.

 

As a result of our global operations, we are exposed to political, economic, legal, operational and other risks that could adversely affect our business, results of operations, financial condition and cash flow.

 

In conducting our business in major markets around the world, we are subject to political, economic, legal, operational and other risks that are inherent in operating in other countries. These risks range from difficulties in settling transactions in emerging markets to possible nationalization, expropriation, price controls and other restrictive governmental actions, and terrorism. We also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into Canadian dollars, Euros or other hard currencies or to take those other currencies out of those countries. If any of these risks become a reality, our business, results of operations, financial condition and cash flow could be negatively impacted.

 

8

 

 

We are exposed to litigation risks in our business that are often difficult to assess or quantify and we could incur significant legal expenses every year in defending against litigation.

 

We are exposed to legal risks in our business and the volume and amount of damages claimed in litigation against financial intermediaries are increasing. These risks include potential liability for advice we provide to participants in corporate transactions and disputes over the terms and conditions of complex trading arrangements. We also face the possibility that counterparties in complex or risky trading transactions will claim that we improperly failed to inform them of the risks involved or that they were not authorized or permitted to enter into such transactions with us and, accordingly, that their obligations to us are not enforceable. During a prolonged market downturn, we expect these types of claims to increase. We are also exposed to legal risks in our merchant banking and proprietary investing activities.

 

We seek to invest in undervalued businesses or assets often as a result of financial, legal, regulatory or other distress affecting them. Investing in distressed businesses and assets can involve us in complex legal issues relating to priorities, claims and other rights of stakeholders. These risks are often difficult to assess or quantify and their existence and magnitude often remains unknown for substantial periods of time. We may incur significant legal and other expenses in defending against litigation involved with any of these risks and may be required to pay substantial damages for settlements and/or adverse judgments. Substantial legal liability or significant regulatory action against us could have a material adverse effect on our financial condition and results of operations.

 

We rely significantly on the skills and experience of our executives and the loss of any of these individuals may harm our business.

 

Our future success depends to a significant degree on the skills, experience and efforts of our executives and the loss of their services may compromise our ability to effectively conduct our business. We do not maintain "key person" insurance in relation to any of our employees.

 

The loss of any of our management personnel could negatively affect our business operations. From time to time, we will also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The competition for such persons is intense. Recruiting and retaining qualified personnel is critical to our success and there can be no assurance of our ability to attract and retain such personnel. If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and strategy could be affected, which could have a material adverse impact on our profitability, results of operations and financial condition.

 

We conduct business in countries with a history of corruption and transactions with foreign governments and doing so increases the risks associated with our international activities.

 

As we operate internationally, we are subject to the United States' Foreign Corrupt Practices Act of 1977 and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by the United States and other business entities that have securities registered in the United States for the purpose of obtaining or retaining business. We have operations and agreements with third parties in countries known to experience corruption. Further international expansion may involve more exposure to such practices. Our activities in these countries create the risk of unauthorized payments or offers of payments by our employees or consultants that could be in violation of various laws including the Foreign Corrupt Practices Act of 1977, even though these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees and consultants. However, our existing safeguards and any future improvements may prove to be less than effective and our employees or consultants may engage in conduct for which we might be held responsible. Violations of the Foreign Corrupt Practices Act of 1977 may result in criminal or civil sanctions and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

 

Our hydrocarbon and related operations are subject to inherent risks and hazards.

 

There are many operating risks and hazards inherent in our resource operations, including environmental hazards, industrial accidents, changes in the regulatory environment, impact of non-compliance with laws and regulations, potential damage to equipment or personal injury and fires, explosions, blowouts, spills or other accidents. Additionally, we could experience interruptions to, or the termination of, production, processing or transportation activities due to bad weather, natural disasters, delays in obtaining governmental approvals or consents, insufficient storage or transportation capacity or other geological or mechanical conditions. Any of these events that result in an interruption or suspension of operations would adversely affect our hydrocarbon operations.

 

9

 

 

In addition, certain of our undeveloped reserves are, or may in the future be, subject to third-party operating agreements, including farm-out and participation agreements. As a result, development activities conducted by such third-parties may not be entirely within our control.

 

Future environmental and reclamation obligations respecting our resource properties and interests may be material.

 

We have not established a separate reclamation fund for the purpose of funding estimated future environmental and reclamation obligations or liabilities. Any site reclamation or abandonment costs incurred in the ordinary course in a specific period will be funded out of cash flow from operations. To the extent our hydrocarbon properties are not disposed of, we expect to incur site restoration costs over a prolonged period as wells reach the end of their economic life and may also be subject to reclamation and other environmental liabilities for past resource activities. There are significant uncertainties related to decommissioning obligations and the impact on the financial statements could be material. The eventual timing of and costs for these asset retirement and other environmental obligations or potential liabilities could differ from current estimates.

 

Strategic investments or acquisitions and joint ventures, or our entry into new business areas, may result in additional risks and uncertainties in our business.

 

We may make strategic investments and acquisitions or joint ventures and similar transactions in the future. When we make strategic investments or acquisitions or enter into joint ventures, we expect to face numerous risks and uncertainties in combining or integrating the relevant businesses and systems, including the need to combine accounting and data processing systems and management controls and to integrate relationships with customers and business partners. The costs of integrating acquired businesses (including restructuring charges associated with the acquisitions, as well as other related costs, such as accounting, legal and advisory fees) could significantly impact our operating results.

 

Although we perform due diligence on the businesses we purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding the actual condition of these businesses. We may not be able to ascertain the value or understand the potential liabilities of the acquired businesses and their operations until we assume operating control of these businesses.

 

Furthermore, any acquisitions of businesses or facilities could entail a number of risks, including, among others: problems with the effective integration of operations; inability to maintain key pre-acquisition business relationships; increased operating costs; exposure to substantial unanticipated liabilities; difficulties in realizing projected efficiencies, synergies and cost savings; the risks of entering markets in which we have limited or no prior experience; and the possibility that we may be unable to recruit additional managers with the necessary skills to supplement the management of the acquired businesses.

 

In addition, geographic and other expansions, acquisitions or joint ventures may require significant managerial attention, which may be diverted from our other operations. If we are unsuccessful in overcoming these risks, our business, financial condition or results of operations could be materially and adversely affected.

 

Tax audits or disputes, or changes in the tax laws applicable to us, could materially increase our tax payments.

 

We exercise significant judgment in calculating our provision for income taxes and other tax liabilities. Although we believe our tax estimates are reasonable, many factors may affect their accuracy. Applicable tax authorities may disagree with our tax treatment of certain material items potentially causing an increase in tax liabilities. Due to the size, complexity and nature of our operations, various tax matters and litigation are outstanding from time to time, including relating to our former affiliates. Currently, based upon information available to us, we do not believe any such matters would have a material adverse effect on our financial condition or results of operations. However, due to the inherent uncertainty, we cannot provide certainty as to their outcome. If our current assessments are materially incorrect or if we are unable to resolve any of these matters favourably, there may be a material adverse impact on our financial performance, cash flows or results of operations.

 

Furthermore, changes to existing laws may also increase our effective tax rate. A substantial increase in our tax burden could have an adverse effect on our financial results. Please see "Item 8: Financial Information – A. Consolidated Statements and Other Financial Information" for further information.

 

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Restrictions on the remittance of RMB into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.

 

A portion of our cash and cash equivalents are held in China in Renminbi, referred to as "RMB". The government of the People's Republic of China, referred to as the "PRC", imposes controls on the convertibility of the RMB into foreign currencies and the remittance of currency out of the PRC. We may convert a portion of our revenues held by our subsidiary in the PRC into other currencies to meet our foreign currency obligations. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency denominated obligations.

 

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the PRC State Administration of Foreign Exchange, referred to as "SAFE", as long as certain routine procedural requirements are fulfilled. However, approval from or registration with competent government authorities is required where the RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to utilize such funds for purposes outside of the PRC.

 

Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business.

 

We use information technologies, including information systems and related infrastructure as well as cloud applications and services to store, transmit, process and record sensitive information, including employee information and financial and operating data, communicate with our employees and business partners and for many other activities related to our business. Our business partners, including operating partners, suppliers, customers and financial institutions, are also dependent on digital technology. Some of these business partners may be provided limited access to our sensitive information or our information systems and related infrastructure in the ordinary course of business.

 

Despite security design and controls, our information technology systems, and those of our third-party partners and providers, may be vulnerable to a variety of interruptions, including during the process of upgrading or replacing software, databases or components thereof, natural disasters, terrorist attacks, telecommunications failures, computer viruses, cyber-attacks, the activities of hackers, unauthorized access attempts and other security issues or may be breached due to employee error, malfeasance or other disruptions. Any such interruption or breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to civil and criminal penalties, litigation or have a negative impact on our reputation. There can be no assurance that such disruptions or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our results of operations or financial condition.

 

11

 

 

We have identified a material weakness in our internal control over financial reporting, which has been remediated. Any future weaknesses or deficiencies or failures to maintain internal controls or remediate weaknesses could impair our ability to produce accurate and timely financial statements.

 

We have identified a material weakness in our internal control over financial reporting as described under "Item 15: Controls and Procedures – Report of Management on Internal Control over Financial Reporting", this weakness was remediated prior to the date hereof. While we believe our remediation steps will improve the effectiveness of our internal control over financial reporting, if our remediation efforts are insufficient to address the material weakness, or if additional material weaknesses in our internal controls are discovered in the future, our ability to report our financial results on a timely and accurate basis could be impacted in a materially adverse manner, and, as a result, our financial statements may contain material misstatements or omissions. If we cannot maintain and execute adequate internal control over financial reporting that provides reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, cause investors to lose confidence in our reported financial information or be unable to properly report on our business and the results of our operations, and the trading price of our common shares could be materially adversely affected.

 

General Risks Faced by Us

 

Investors' interests may be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

 

Our constating documents authorize the issuance of our Common Shares and preference shares, issuable in series. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in us will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances will also cause a reduction in the proportionate ownership of all other shareholders. Further, any such issuance may result in a change of control of our company.

 

Certain factors may inhibit, delay or prevent a takeover of our company, which may adversely affect the price of our Common Shares.

 

Certain provisions of our charter documents may discourage, delay or prevent third parties from effecting a change of control or changes in our management in a tender offer or otherwise engaging in a merger or similar type of transaction with us. If a change of control or change of management is delayed or prevented, the market price of our Common Shares could decline.

 

Investors may face difficulties in protecting their interests, and their ability to protect their rights through United States courts may be limited, because we are incorporated under Cayman Islands law.

 

We are incorporated under the laws of the Cayman Islands and substantially all of our operations and assets are located outside the United States. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law of the Cayman Islands (2020 Revision), referred to as the "Cayman Act" and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

 

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. In addition, a majority of our directors and officers are nationals and residents of countries other than the United States. The Cayman Islands courts are also unlikely to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

 

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

 

ITEM 4:  INFORMATION ON THE COMPANY

 

A. History and Development of the Company

 

We are a corporation organized under the Cayman Act. We were incorporated on June 5, 2017. In addition, on June 3, 2019, we changed our name to "Scully Royalty Ltd." from MFC Bancorp Ltd. Our office is located at Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong, SAR China, and its telephone number is +1 844 331 3343. Our registered office is located at 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands. Our website address is www.scullyroyalty.com.

 

We are an international merchant bank that provides financial services. We specialize in markets that are not adequately addressed by traditional sources of supply and finance, with an emphasis on providing solutions for small and medium sized enterprises. We operate in multiple geographies and participate in industries including natural resources and medical supplies and services.

 

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As a supplement to our operating business, we commit proprietary capital to assets and projects where intrinsic values are not properly reflected. These investments can take many forms, and our activities are generally not passive. The structure of each of these opportunities is tailored to each individual transaction.

 

On July 14, 2017, the former holding company of our group completed a plan of arrangement, referred to as the "Arrangement", under the Business Corporations Act (British Columbia). The Arrangement was approved by its shareholders and the British Columbia Supreme Court in July 2017. Pursuant to the Arrangement and the Court order, among other things: (i) each holder of its shares received one of our Common Shares for each share held as of the effective date of the Arrangement; and (ii) we acquired all of the outstanding shares of the former parent holding company.

 

We file reports and other information with the Securities and Exchange Commission, referred to as the "SEC". The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public over the internet at such website at http://www.sec.gov.

 

Please see "B. Business Overview" for further information regarding our recent developments.

 

B. Business Overview

 

The following is a brief description of our business and recent activities.

 

Recent Developments

 

In 2019, we have, among other things:

 

Segment Reporting

 

In 2019, we changed our reporting structure to more accurately reflect how management views the various business in our group, resulting in three separate and independently managed reportable segments under our corporate umbrella. As a result, our business segments now include: (i) Iron Ore Royalty, which includes our interest in an iron ore mine; (ii) Industrial Equity, which includes multiple projects in resources and services; (iii) Merkanti Holding, which comprises regulated specialty trade finance and merchant banking businesses; and (iv) All Other, which encompasses our corporate and other investments and business interests as well as the overhead expenses of the parent company.

 

Scully Iron Ore Mine Restart

 

In June 2019, the new operator of the Scully iron ore mine, located in Newfoundland and Labrador Canada, announced that it had re-commenced initial operations at the mine and, in August 2019, it further announced that it had made its first seaborne vessel shipment of iron ore concentrate produced at the mine.

 

See "Item 5. Operating and Financial Revenues and Prospects – Results of Operations" for further information.

 

€25.0 million Bond Offering by Merkanti Holding plc

 

In August 2019, our subsidiary, Merkanti Holding plc, completed a public issue of bonds with an aggregate nominal amount of €25.0 million for net proceeds of approximately €24.3 million. The net proceeds of the offering were used to, among other things, increase the Bank's regulatory capital, fund future trade finance and merchant banking activities and grant certain loans to certain of our subsidiaries. The bonds are due in August 2026, with interest payable in August each year at a nominal interest rate of 4.00% (or an effective interest rate at 4.41%). The bonds are secured by our investment property and real estate held for sale.

 

Disposition of Non-Core Subsidiaries

 

In 2019, we disposed of our non-core metals products lines and deconsolidated certain other non-core subsidiaries, resulting in the recognition of a gain of $2.2 million in our consolidated statement of operations.

 

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Business Segments

 

We previously divided our business into two operating segments, being Merchant Banking and All Other. In 2019, we changed this reporting structure to more accurately reflect how management views our various businesses. As a result, we now divide our business into four operating segments: (i) Iron Ore Royalty, which includes our interest in an iron ore mine; (ii) Industrial Equity, which includes multiple projects in resources and services; (iii) Merkanti Holding, which comprises regulated specialty trade finance and merchant banking businesses; and (iv) All Other, which encompasses our corporate and other investments and business interests.

 

Corresponding information for the comparative years have been restated to conform with the current year's presentation and changes to reportable segments.

 

Iron Ore Royalty

 

We derive revenue from a mining sub-lease upon which the Scully iron ore mine is situated in Newfoundland and Labrador, Canada. The sub-lease commenced in 1956 and expires in 2055. Pursuant to this sub-lease, we hold a net revenues royalty interest on iron ore shipped from the mine. The new operator of the mine re-commenced mining operations in 2019. Under the terms of the sub-lease, we are entitled to minimum royalty payments of $3.25 million per year, payable on a quarterly basis, which quarterly payments may be credited towards earned royalties relating to the same calendar year, with minimum payments earned in 2017 and 2018 creditable to earned royalties in 2018 and 2019.

 

On August 30, 2019 the operator of the mine announced that it had made its first seaborne vessel shipment of iron ore concentrate produced at the Scully iron ore mine. See "– D. Property, Plants and Equipment".

 

Industrial Equity

 

Our Industrial Equity segment includes multiple projects in resources and services around the globe. It seeks opportunities to benefit from long-term industrial and services assets, including natural gas, with a focus on East Asia.

 

We make proprietary investments as part of our overall activities in the segment and we seek to realize gains on such investments over time. We seek to participate in many industries, emphasizing those business opportunities where the perceived intrinsic value is not properly recognized, often as a result of financial or other distress affecting them. These investments can take many forms and can include acquiring entire businesses or portions thereof, investing in equity or investing in existing indebtedness (secured and unsecured) of businesses or in new equity or debt issues. These activities are generally not passive. The structure of each of these opportunities is tailored to each individual transaction.

 

We hold various production and processing assets, including a hydro-electric power plant and hydrocarbon production and processing assets.

 

Merkanti Holding

 

Our Merkanti Holding segment consists of a subsidiary with its bonds listed on the Malta Stock Exchange and comprises regulated specialty trade finance and regulated merchant banking businesses, including the Bank, with a focus on Europe and South America.

 

We also own the Bank, which is licenced in Europe. The Bank does not engage in general retail or commercial banking, but provides specialty banking services, focused on merchant banking, to our customers, suppliers and group members. In addition, we hold an interest in certain industrial real estate in Europe.

 

All Other

 

Our All Other segment encompasses our corporate and other investments, as well as the overhead expenses of the parent company. Our All Other segment includes our corporate and operating segments whose quantitative amounts do not exceed 10% of any of our reported revenue, net income or total assets.

 

Competitive Conditions

 

Our business is intensely competitive and we expect it to remain so. We operate in a highly competitive environment in most of our markets and we face competition in our all of our activities, principally from international banks, the majority of which are European, North American or Latin American regulated banks, in our finance and fee-generating activities. Such competition may have the effect of reducing spreads on our financing activities.

 

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Our business is small compared to our competitors in the sector. Many of our competitors have far greater financial resources, a broader range of products and sources of supply, larger customer bases, greater name recognition and marketing resources, a larger number of senior professionals to serve their clients' needs, greater global reach and more established relationships with clients than we do. These competitors may be better able to respond to changes in business conditions, compete for skilled professionals, finance acquisitions, fund internal growth and compete for market share generally.

 

We believe that our experience and operating structure permit us to respond more rapidly to our clients' needs than many of our larger competitors. These traits are important to small and mid-sized business enterprises, many of which do not have large internal corporate finance departments to handle their capital requirements. We develop a partnership approach to assist our clients. This often permits us to develop multiple revenue sources from the same client. For example, we may commit our own capital to make a proprietary investment in its business or capital structure.

 

Regulation

 

Our operations are international in nature and are subject to the laws and regulations of a number of international jurisdictions, as well as oversight by regulatory agencies and bodies in those jurisdictions. In particular, the banking industry is subject to extensive regulation and oversight. The operations of our Bank are subject to the regulations and directives issued by the European Union, as well as any additional Maltese legislation. The Bank is subject to direct supervision by the Malta Financial Services Authority and indirect supervision by the European Central Bank. The regulations which most significantly affect our Bank, or which could most significantly affect it in the future, relate to capital requirements, liquidity and the funding and development of a banking union in the European Union. As a Maltese credit institution, the Bank is subject to the Capital Requirements Directive Framework, referred to as the "CRD IV Framework", through which the European Union began implementing the Basel III Capital reforms from January 1, 2014, with certain requirements being fully phased in by January 1, 2019. The CRD IV Framework, among other things, requires regulatory reporting of "large exposures", which are generally exposures to a client or group of connected clients in excess of 10% of the Bank's statutory capital base and such large exposures cannot be greater than 25% of the Bank's statutory capital base, after taking into account eligible credit risk mitigation. The main liquidity requirement imposed by the CRD IV Framework is the liquidity coverage ratio, referred to as "LCR", which refers to the proportion of highly liquid assets held by the Bank to ensure its ongoing ability to meet short-term liquidity obligations. The Bank must maintain a minimum statutory LCR of 100%.

 

In February 2020, the Cayman Islands was added to the EU Blacklist, being a list of non-cooperative jurisdictions for tax purposes. The EU has encouraged its members to apply certain measures on transactions with jurisdictions on the EU Blacklist from January 1, 2021, including, among other things, limiting certain tax deductions on payments to entities in non-cooperative tax jurisdictions and imposing withholding taxes on payments. Please see "Item 3: Key Information – D. Risk Factors - The Cayman Islands has been added by the European Council to the EU Blacklist, which could cause our customer, clients and other counterparties to lose confidence in the Cayman Islands as a financial centre and impact their willingness to conduct business with us. This status, if not removed, may have an adverse impact upon our business, operations, reputation and, potentially, our financial condition and results of operations."

 

We hold a portion of our cash and cash equivalents in China in RMB. Under the 2008 Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign exchange conversion bank, the RMB may be convertible for current account items, including the distribution of dividends, interest and royalty payments, and trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loans, securities investment and repatriation of investment, however, is subject to the approval of the government of SAFE and its local counterparts.

 

Under the 1996 Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from SAFE or its local counterparts. Capital investments by PRC entities outside of China, after obtaining the required approvals from the relevant approval authorities, such as the Ministry of Commerce and the National Development and Reform Commission or their local counterparts, are also required to register with SAFE or its local counterparts.

 

SAFE promulgated a circular on November 19, 2010, or Circular No. 59, which tightens the examination on the authenticity of settlement of net proceeds from an offering and requires that the settlement of net proceeds shall be in accordance with the description in its prospectus. On March 30, 2015, SAFE issued the Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue to follow the current payment-based foreign currency settlement system or elect to follow the "conversion-at-will" regime of foreign currency settlement. Where a foreign-invested enterprise follows the conversion-at-will regime of foreign currency settlement, it may convert part or all of the amount of the foreign currency in its capital account into RMB at any time. The converted RMB will be kept in a designated account labeled as settled but pending payment, and if the foreign-invested enterprise needs to make payment from such designated account, it still needs to go through the review process with its bank and provide necessary supporting documents. SAFE Circular 19, therefore, has substantially lifted the restrictions on the usage by a foreign-invested enterprise of its RMB registered capital converted from foreign currencies. According to SAFE Circular 19, such RMB capital may be used at the discretion of the foreign-invested enterprise and SAFE will eliminate the prior approval requirement and only examine the authenticity of the declared usage afterwards. In addition, as SAFE Circular 19 was promulgated recently, there remain substantial uncertainties with respect to the interpretation and implementation of this circular by relevant authorities.

 

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Our hydrocarbon interests are subject to various Canadian governmental regulations including those imposed by the Alberta Energy Regulator and Alberta Utilities Commission. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds and pooling of properties and taxation. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with such operations are also subject to regulation under federal, provincial and local laws and regulations. These hydrocarbon operations are subject to decommissioning obligations in connection with its indirect ownership interests in hydrocarbon assets, including well sites, gathering systems and processing facilities. The total decommissioning obligation is estimated based on the net ownership interest in wells and facilities, estimated costs to reclaim and abandon the same and the estimated timing of the costs to be incurred in future years. We have estimated the net present value of total decommissioning obligations to be $15.0 million as at December 31, 2019.

 

C. Organizational Structure

 

The following table describes our material subsidiaries as at December 31, 2019, their respective jurisdictions of organization and our interest in respect of each subsidiary. The table excludes subsidiaries that only hold inter-company assets and liabilities and do not have active businesses or whose results and net assets do not materially impact our consolidated results and net assets.

 

Subsidiaries   Country of Incorporation     Proportion of
Interest(1)
 
             
Merkanti Holding plc.     Malta       100 %
1178936 B.C. Ltd.     Canada       100 %
Merkanti (A) International Ltd.     Malta       100 %
Merkanti (D) International Ltd.     Malta       100 %

 

 

Note:

(1) Our proportional voting interests are identical to our proportional beneficial interests, except that we hold a 99.72% proportional beneficial interest in each of Merkanti (A) International Ltd. and Merkanti (D) International Ltd.

 

Please see Note 29 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

D. Property, Plants and Equipment

 

We have offices at Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong, SAR China.

 

We believe that our existing facilities are adequate for our needs through the end of the year ending December 31, 2020. Should we require additional space at that time or prior thereto, we believe that such space can be secured on commercially reasonable terms.

 

We hold an interest under a mining sub-lease related to the Scully iron ore mine located in Newfoundland and Labrador, Canada, which commenced in 1956 and expires in 2055. The mine site is located approximately three kilometers west of the town of Wabush and is connected by rail access to the Port of Sept-Îles, Quebec.

 

The mine lies within the Labrador Trough in Western Labrador. The Sokoman Formation is an iron formation that consists of three iron bearing formations, named the Upper, Middle and Lower Iron Formations. The Sokoman Formation is more than 300 metres thick near the mine and has been subjected to two episodes of folding and metamorphism during the Hudsonian and Greenville orogenies, resulting in a complex structural pattern in the Wabush Area. The younger Menihek and Shabagamo Formations and the older Denault, Attikamagen, and Wishart Formations all outcrop in the vicinity of the mine site. The mineral deposit consists of folded and faulted stratigraphic beds of iron-bearing units within the regional Sokoman Iron Formation. The ore minerals are hematite (specularite), magnetite, and martite. The waste minerals are quartz and hydrated iron oxides such as limonite and goethite. Manganese oxides also occur in banks or are disseminated throughout the iron-bearing units.

 

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Iron ore was first reported in the area of the mine in 1933. In 1956, Picklands Mathers & Company, referred to as "Picklands", began work on the project and started the first intensive geological, metallurgical and economic investigations thereon. The mine was operated by Picklands from 1965 to 1986, when Picklands was acquired by Cleveland-Cliffs Inc., referred to as "Cliffs", who operated it from 1986 until being put on care and maintenance in February 2014. For most of its life until 2010, the mine was operated as a joint venture owned by Stelco, Dofasco, Inland Steel, Acme Steel and Cliffs. Cliffs exercised a right of first refusal in February 2010 to acquire 100% ownership of the property. Cliffs placed the mine and concentrator on care and maintenance in February 2014 and, in 2015, commenced proceedings under the Companies' Creditors Arrangement Act, referred to as the "CCAA". The mine was acquired by Tacora Resources Inc. referred to as "Tacora", in July 2017 and, in November 2018, Tacora announced that it had completed financing that, together with existing commitments it had received, would be sufficient to fund a proposed re-start of the mine. On August 30, 2019, as part of its production ramp-up, Tacora announced that it had made its first seaborne vessel shipment of iron ore concentrate produced at the Scully iron ore mine.

 

In the third quarter of 2017, we entered into a settlement agreement with the new operator in respect of an underpayment of royalties under the lease by the past operator, whereby we received $5.6 million in settlement of such claims. Pursuant to such agreement, we also amended and restated the sub-lease underlying our interest. As a result, our royalty interest is now a 7.0% net revenue royalty interest on iron ore produced from the mine and 4.2% net revenue royalty interest on iron ore produced from tailings and other disposed materials. Under the terms of the sub-lease, we are entitled to minimum payments of $3.25 million per year.

 

The mine site includes electrical infrastructure, a maintenance facility with five bays and cranes, warehouses, a wash bay, explosive storage, a machine shop, dewatering equipment, fuel storage, administration buildings, a concentrator plant and rail load-out and track infrastructure.

 

See "– B. Business Overview – Business Segments – Iron Ore Royalty" for further information.

 

As at December 31, 2019, we had hydrocarbon interests located in west central Alberta, Canada comprised of approximately 71 producing and 85 non-producing natural gas wells and approximately 2 producing and 19 non-producing oil wells and an average 71% working interest in approximately 67,564 gross acres of land.

 

In addition, we own two industrial real estate parks in the Saxony-Anhalt region in Germany, which primarily lease out space for storage and production facilities. One of these parks is located in Arneburg, Germany and is 1,836,253 square meters, currently houses approximately 34 buildings, including a solar park, and offers developed industrial and commercial land for greenfield investments as well as warehouses, production halls, workshops and offices. The property has railway, road and harbour connections. The other industrial park is located in Dessau, Germany and is a 111,688 square meter development property, currently houses approximately 15 buildings and offers office and administrative buildings, production halls and warehouses and land for industrial investments. The property has connections to railway, roads and the Elbe River. Both of these industrial parks are part of the security package for the €25.0 million in principal amount of bonds issued by Merkanti Holding plc in 2019, and to the extent that any sales of these properties, in whole or in part, cause the security to fall below a certain ratio, proceeds of said sale, up to an amount of the collateral shortfall, are required to be placed as cash collateral with the bondholder trustee until maturity. See "– B. Business Overview – Recent Developments".

 

ITEM 4A:  UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5:  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2019, 2018 and 2017 should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere herein.

 

General

 

We are an international merchant bank that provides financial services and facilitates structured trade for corporations and institutions. We specialize in markets that are not adequately addressed by traditional sources of supply and finance, with an emphasis on providing solutions for small and medium sized enterprises. We operate in multiple geographies and participate in industries including manufacturing, natural resources and medical supplies and services.

 

As a supplement to our operating business, we commit proprietary capital to assets and projects where intrinsic values are not properly reflected. These investments can take many forms, and our activities are generally not passive. The structure of each of these opportunities is tailored to each individual transaction.

 

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Our results of operations have been and may continue to be affected by many factors of a global nature, including economic and market conditions, the availability of capital, the level and volatility of equity prices and interest rates, currency values, asset prices and other market indices, technological changes, the availability of credit, inflation and legislative and regulatory developments. Our results of operations may also be materially affected by competitive factors. Our competitors include firms traditionally engaged in merchant banking such as investment banks, along with other capital sources such as hedge funds, private equity firms and insurance companies on a global basis.

 

Our results of operations for any particular period may also be materially affected by our realization on proprietary investments. These investments are made to maximize total return through long-term appreciation and recognized gains on divestment. We realize on our proprietary investments through a variety of methods including sales, capital restructuring or other forms of divestment.

 

Restatement and Reclassification of Prior Periods

 

Our consolidated financial statements for the year ended 2017 has been restated to reflect adjustments relating to reclassifications of net gain (loss) on dispositions of subsidiaries between gain on dispositions of subsidiaries, net (included in cost of sales and services) and exchange differences on foreign currency transactions in the consolidated statements of operations and cash flow statement. Amounts related to the year ended December 31, 2018 have also been reclassified for consistency with comparative information. In addition, certain other amounts have also been reclassified so as to conform with the presentation in the current year. Please see Note 2 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

The Company has applied IFRS 16 by using the modified retrospective approach, not restating comparatives for the 2018 and 2017 reporting periods. The reclassifications and the adjustments arising from the new leasing standard are recognized in the opening balance sheet on January 1, 2019.

 

Business Environment

 

Our financial performance is, and our consolidated results in any period can be, materially affected by economic conditions and financial markets generally, including the availability of capital, the availability of credit and the level of market and commodity price volatility. Our results of operations may also be materially affected by competitive factors. Our competitors include firms traditionally engaged in merchant banking as well as other capital sources such as hedge funds and private equity firms and other companies engaged in similar activities in Europe, Asia and globally.

 

We operate internationally and therefore our financial performance and position are impacted by changes in the Canadian dollar, our reporting currency, against the other functional currencies of our international subsidiaries and operations, particularly the Euro. As at December 31, 2019, the Canadian dollar had strengthened by 7.1% against the Euro from the end of 2018. We recognized a $13.2 million currency translation adjustment loss in other comprehensive income within equity in 2019, compared to a currency translation adjustment gain of $2.4 million in 2018. In addition, we recognized net gains of $3.7 million on exchange differences on foreign currency transactions in our consolidated statement of operations in 2019, compared to $4.2 million in 2018.

 

Results of Operations

 

The following table sets forth certain selected operating results and other financial information for each of the years ended December 31, 2019, 2018 and 2017:

 

   Years Ended December 31, 
   2019   2018   2017 
   (In thousands, except per share amounts) 
              (Restated)(1) 
Revenue  $113,267   $139,751   $274,035 
Costs of sales and services   96,561    95,209    228,357 
Selling, general and administrative expenses   22,573    26,365    45,472 
Share-based compensation – selling, general and administrative   -    69    2,876 
Loss on settlement   -    5,600    - 
Finance costs   1,243    2,125    8,415 
Credit losses(2)   13,398    34,985    23,923 
Reversal of impairment of hydrocarbon, resource properties and property, plant and equipment, net   -    (188,203)   (8,945)
Net (loss) income(3)   (18,553)   112,276    (47,855)
(Loss) earnings per share – basic and diluted   (1.48)   8.96    (3.81)

 

 

Notes:

(1)See "– Restatement and Reclassification of Prior Periods" above.
(2)Such credit losses primarily related to former businesses and did not relate to our Bank operations.
(3)Attributable to the owners of the parent company.

 

The following table provides a breakdown of revenue for each of the years ended December 31, 2019, 2018 and 2017:

 

   Years Ended December 31, 
   2019   2018   2017 
   (In thousands) 
Merchant banking products and services  $101,013   $124,059   $249,581 
Interest   1,057    676    973 
Dividends   -    168    - 
Gain on securities, net   931    3,856    - 
Other, including medical and real estate sectors   10,266    10,992    23,481 
Revenue  $113,267   $139,751   $274,035 

 

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Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018

 

The following is a breakdown of our revenue by segment for each of the years indicated:

 

   Years Ended December 31, 
   2019   2018(1) 
Revenue:  (In thousands) 
Iron Ore Royalty  $5,496   $1,732 
Industrial Equity   100,184    131,614 
Merkanti Holding   7,565    6,405 
All Other   22    - 
   $113,267   $139,751 

 

 

Note:

(1) Comparative information restated to conform with current presentation. Please also see Note 6 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

In 2019, 77% of our revenue was from Europe, 17% were from the Americas and 6% were from Asia and other regions. In 2018, 85% of our revenue was from Europe, 11% were from the Americas and 4% were from Asia and other regions.

 

In 2019, our proportionate revenue by product was 80% from metals processing, 6% from our iron ore royalty, 3% from food products, 8% from hydrocarbons and 3% from other. In 2018, our proportionate revenue by product was 88% from metals processing, 8% from hydrocarbons and 4% from electricity and power. In the third quarter of 2019, we disposed of certain non-core subsidiaries in Europe which processed different metals.

 

Based upon the average exchange rates for 2019, the Canadian dollar strengthened by approximately 3.0% in value against the Euro compared to the average exchange rates for 2018.

 

Revenue for 2019 decreased to $113.3 million from $139.8 million in 2018, primarily as a result of the disposition of metal product lines.

 

Revenue for our Iron Ore Royalty segment for 2019 increased to $5.5 million from $1.7 million in 2018 primarily as a result of the recommencement of operations at the Scully iron ore mine during the year. In 2018, we had recognized a reversal of revenue previously recognized in 2017 due to the terms of the underlying agreement. 

 

Revenue for our Industrial Equity segment for 2019 decreased to $100.2 million from $131.6 million in 2018, primarily as a result of the disposition of metal product lines.

 

Revenue for our Merkanti Holding segment for 2019 increased to $7.6 million from $6.4 million in 2018, primarily as a result of additional merchant banking activities during the year.

 

Revenue for our All Other segment was $22,000 in 2019 and $nil in 2018.

 

Costs of sales and services increased to $96.6 million during 2019 from $95.2 million in 2018 as a result of a reduction in the net gain on dispositions of subsidiaries and a reduction on gains on settlement and derecognition of liabilities, partially offset by a decrease due to the disposition of metal product lines. See "Item 4: Information on the Company — B. Business Overview – Recent Developments".

 

The following is a breakdown of our costs of sales and services for each of the years indicated:

 

   Years Ended December 31, 
   2019   2018 
   (In thousands) 
Merchant banking products and services  $95,189   $119,552 
Market value (increase) decrease on commodity inventories   (160)   109 
Write-down of inventories   1,822    - 
(Gain) loss on derivative contracts, net   (122)   794 
Gain on dispositions of subsidiaries, net(1)   (2,243)   (25,099)
Gains on settlements and derecognition of liabilities   (1,168)   (9,502)
Changes in fair value of a loan payable measured at FVTPL   979    167 
Other, including medical and real estate sectors   2,264    9,188 
Total costs of sales and services  $96,561   $95,209 

 

 

Note:

(1)Please see Note 19 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

We recognized a write-down of inventories of $1.8 million in 2019 in connection with the realizable price of finished goods at a former subsidiary being less than its production cost.

 

19

 

 

We recognized a net gain on dispositions of subsidiaries of $2.2 million in 2019, which consisted of the reclassification of exchange differences and the difference between the book value of such net assets (or net liabilities) and the consideration received, compared to $25.1 million in 2018 on dispositions of subsidiaries.

 

Selling, general and administrative expenses decreased to $22.6 million in 2019 from $26.4 million in 2018 primarily as a result of cost-reduction initiatives, which resulted in reduced amounts for compensation, consulting and fees and office expenses.

 

In 2019, finance costs decreased to $1.2 million from $2.1 million in 2018 as a result of a decrease in bank indebtedness, partially offset by interest on the bonds issued by Merkanti Holding plc.

 

In 2019, we recognized credit losses on loans and receivables and guarantees (net of recoveries) of $13.4 million, which included $6.1 million relating to a receivable due from former non-core subsidiaries in the energy business, $3.2 million relating to the consideration from the sale in 2017 of a subsidiary, which is no longer expected to be received, and $3.1 million on certain corporate guarantees, compared to $35.0 million in 2018. The credit losses primarily related to former non-core businesses unrelated to our Bank operations. Please also see Notes 15 and 26 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

In 2019, we recognized a net foreign currency transaction gain of $3.7 million, compared to $4.2 million in 2018, in our consolidated statement of operations. The foreign currency transaction gain represents exchange differences arising on the settlement of monetary items or on translating monetary items into our functional currencies at rates different from those at which they were translated on initial recognition during the period or in previous financial statements.

 

We recognized an income tax expense (other than resource revenue taxes) of $0.5 million in 2019, compared to $56.1 million in 2018. The decrease in the income tax expense in 2019 was primarily the result of lower income before income taxes. Our income tax paid in cash, excluding resource revenue taxes, during 2019 was $0.1 million, compared to $2.0 million in 2018. We also recognized a resource revenue tax expense of $1.1 million in 2019, compared to a recovery of $0.5 million in 2018.

 

Overall, we recognized an income tax expense of $1.6 million (income tax expense of $0.5 million and resource revenue tax expense of $1.1 million) in 2019, compared to $55.6 million (income tax expense of $56.1 million and resource revenue tax recovery of $0.5 million) in 2018.

 

In 2019, our net loss attributable to shareholders was $18.6 million, or $1.48 per share on a basic and diluted basis, compared to net income attributable to shareholders of $112.3 million, or $8.96 per share on a basic and diluted basis, in 2018.

 

Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017

 

The following is a breakdown of our revenue by segment for each of the years indicated:

 

   Years Ended December 31, 
   2018(1)   2017(1) 
Revenue:  (In thousands) 
Iron Ore Royalty  $1,732   $8,868 
Industrial Equity   131,614    259,682 
Merkanti Holding   6,405    5,484 
All Other   -    1 
   $139,751   $274,035 

 

 

Note:

(1) Comparative information restated to conform with current presentation. Please also see Note 6 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

In 2018, 85% of our revenue was from Europe, 11% were from the Americas and 4% were from Asia and other regions. In 2017, 78% of our revenue was from Europe, 15% were from the Americas and 7% were from Asia and other regions.

 

In 2018, our proportionate revenue by product was 88% from metals processing, 8% from hydrocarbons and 4% from other. In 2017, our proportionate revenue by product was 58% from metals processing, 10% from steel products, 23% from chemicals and alloys, 4% from hydrocarbons and 5% from other.

 

Based upon the average exchange rates for 2018, the Canadian dollar was lower by approximately 4.3% in value against the Euro compared to the average exchange rates for 2017.

 

20

 

 

Revenue for 2018 decreased to $139.8 million from $274.0 million in 2017, primarily as a result of our decision to exit certain product lines and geographies, including plastics, steel products and minerals, chemicals and alloys, partially offset by increased pricing and production of hydrocarbons.

 

Revenue for our Iron Ore Royalty segment for 2018 decreased to $1.7 million from revenue of $8.9 million in 2017 primarily as a result of the temporary closure of the iron ore mine underlying our royalty interest.

 

Revenue for our Industrial Equity segment for 2018 decreased to $131.6 million from $259.7 million in 2017, primarily as a result of our decision to exit certain product lines and geographies.

 

Revenue for our Merkanti Holding segment for 2018 increased to $6.4 million from $5.5 million in 2017.

 

Revenue for our All Other segment was $nil in 2018 and $1,000 in 2017.

 

Costs of sales and services decreased to $95.2 million during 2018 from $228.4 million in 2017, primarily as a result of our decision to exit certain product lines and geographies and the net gain recognized in connection with our deconsolidation of certain merchant banking subsidiaries.

 

The following is a breakdown of our costs of sales and services for each of the years indicated:

 

   Years Ended December 31, 
   2018   2017 
   (In thousands) 
          (Restated)(1) 
Merchant banking products and services  $119,552   $223,049 
Market value decrease (increase) on commodity inventories   109    (400)
Loss (gain) on derivative contracts, net   794    (1,934)
Loss on securities, net   -    619 
(Gain) loss on dispositions of subsidiaries(2)   (25,099)   (1,087)
Gains on settlements and derecognition of liabilities   (9,502)   (3,779)
Changes in fair value of a loan payable measured at FVTPL   167    - 
Other, including medical and real estate sectors   9,188    11,889 
Total costs of sales and services  $95,209   $228,357 

 

 

Notes:

(1)See " – Restatement and Reclassification of Prior Periods" above.
(2)Please see Note 19 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

We recognized a gain on dispositions of subsidiaries of $25.1 million in 2018, which consisted of the difference between the book value of such net assets (or net liabilities), the reclassification for exchange differences and the consideration received, compared to a gain of $1.1 million in 2017 on dispositions of subsidiaries.

 

Selling, general and administrative expenses decreased to $26.4 million in 2018 from $45.5 million in 2017 primarily as a result of our decision to exit certain product lines, resulting in the deconsolidation of certain subsidiaries, the closure of certain of our offices and structural cost reductions.

 

In 2018, finance costs decreased to $2.1 million from $8.4 million in 2017 as a result of a decrease in bank indebtedness.

 

In 2018, we recognized credit losses on loans and receivables (net of recoveries) of $35.0 million, which included $21.1 million related to an insolvent customer and $10.0 million relating to receivables due from former subsidiaries, compared to $23.9 million in 2017.

 

In 2018, we recognized a non-cash gain of $188.2 million in connection with the reversal of prior impairments on our interest in an iron ore mine, not including the recognition of a deferred tax liability of $50.8 million recognized in connection with such reversal. After reviewing recent developments in respect of the underlying mine, including, among other things, the current operator's plans and activities, our management determined to reverse the previously recognized impairment loss in 2018. In 2017, we recognized a non-cash reversal of $8.9 million in connection with prior impairments on our remaining hydrocarbon properties and impairment on property, plant and equipment.

 

In 2018, certain of our subsidiaries entered into a court-approved settlement agreement related to proceedings respecting the insolvent estate of certain of our former hydrocarbon subsidiaries. As a result, in 2018, we incurred a non-cash charge of $5.6 million, being the carrying value of the assets contributed under the settlement.

 

In 2018, we recognized a net foreign currency transaction gain of $4.2 million, compared to a net foreign currency transaction loss of $12.3 million in 2017, in our consolidated statement of operations. The foreign currency transaction gain represents exchange differences arising on the settlement of monetary items or on translating monetary items into our functional currencies at rates different from those at which they were translated on initial recognition during the period or in previous financial statements.

 

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We recognized an income tax expense (other than resource revenue taxes) of $56.1 million in 2018, compared to $6.9 million in 2017. The increase in the income tax expense in 2018 was primarily the result of the deferred tax expenses relating to the reversal of the impairment charges on our interest in an iron ore mine and the deconsolidation of subsidiaries. Our income tax paid in cash, excluding resource revenue taxes, during 2018 was $2.0 million, compared to $1.7 million in 2017. We also recognized a resource revenue tax recovery of $0.5 million in 2018, compared to an expense of $1.8 million in 2017.

 

Overall, we recognized an income tax expense of $55.6 million (income tax expense of $56.1 million and resource revenue tax recovery of $0.5 million) in 2018, compared to an income tax expense of $8.7 million (income tax expense of $6.9 million and resource revenue taxes of $1.8 million) in 2017.

 

In 2018, our net income attributable to shareholders was $112.3 million, or $8.96 per share on a basic and diluted basis, compared to a net loss of $47.9 million, or $3.81 per share on a basic and diluted basis, in 2017.

 

Liquidity and Capital Resources

 

General

 

Liquidity is of importance to our business as insufficient liquidity often results in underperformance.

 

Our objectives when managing capital are:

 

  · to safeguard our ability to continue as a going concern so that we can continue to provide returns for shareholders and benefits for other stakeholders;
     
  · to provide an adequate return to our shareholders by pricing products and services commensurately with the level of risk; and
     
  · to maintain a flexible capital structure that optimizes the cost of capital at acceptable risk.

 

We set the amount of capital in proportion to risk. We manage our capital structure and make adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

 

Consistent with others in our industry, we monitor capital on the basis of our net debt-to-equity ratio and long-term debt-to-equity ratio. The net debt-to-equity ratio is calculated as net debt divided by shareholders' equity. Net debt is calculated as total debt less cash and cash equivalents. The long-term debt-to-equity ratio is calculated as long-term debt divided by shareholders' equity.

 

The following table sets forth the calculation of our net debt-to-equity ratio as at the dates indicated:

 

   December 31, 
   2019   2018 
   (In thousands, except ratio amounts) 
Total debt(1)  $35,418   $- 
Less: cash and cash equivalents   (78,274)   (67,760)
Net debt   Not applicable    Not applicable 
Shareholders' equity   353,612    386,376 
Net debt-to-equity ratio   Not applicable    Not applicable 

 

 

Note:

(1) Long-term debt includes bond payables and does not include: (a) a non-interest bearing loan payable of $4.8 million as at December 31, 2019 and $4.0 million as at December 31, 2018 which is measured at fair value through profit or loss and does not have a fixed repayment date. See "– Financial Position"; and (b) long-term lease liabilities of $0.8 million at December 31, 2019 ($nil as at December 31, 2018), recognized as a consequence of IFRS 16.

 

There were no amounts in accumulated other comprehensive income relating to cash flow hedges, nor were there any subordinated debt instruments as at December 31, 2019 and 2018. Our net debt-to-equity ratio as at December 31, 2019 and 2018 was not applicable as we had a net cash and cash equivalents balance.

 

22

 

 

The following table sets forth the calculation of our long-term debt-to-equity ratio as at the dates indicated:

 

   December 31, 
   2019   2018 
   (In thousands, except ratio amounts) 
Long-term debt, less current portion(1)  $35,418   $- 
Shareholders' equity   353,612    386,376 
Long-term debt-to-equity ratio   0.10    Not applicable 

 

 

Note:

(1)See note in the table immediately above.

 

During 2019, our strategy, which remained unchanged from 2018, was to maintain our net debt-to-equity ratio and long-term debt-to-equity ratio at manageable levels.

 

Cash Flows

 

Due to the number of businesses we engage in, our cash flows are not necessarily reflective of net earnings and net assets for any reporting period. As a result, instead of using a traditional cash flow analysis solely based on cash flow statements, our management believes it is more useful and meaningful to analyze our cash flows by overall liquidity and credit availability. Please see the discussion on our financial position and long-term debt below for further information.

 

Our business can be cyclical and our cash flows can vary accordingly. Our principal operating cash expenditures are for our working capital, proprietary investments and general and administrative expenses.

 

Working capital levels fluctuate throughout the year and are affected by the level of our operations, the markets and prices for commodities, the timing of collection of receivables and the payment of payables and expenses. Changes in the volume of transactions can affect the level of receivables and influence overall working capital levels. We currently have a sufficient level of cash on hand and expected cash flows from operations to meet our working capital and other requirements as well as unexpected cash demands.

 

The following table presents a summary of cash flows for each of the periods indicated:

 

   Years Ended December 31, 
   2019   2018   2017 
   (In thousands) 
Cash flows used in operating activities  $(9,807)  $(7,191)  $(3,197)
Cash flows used in investing activities   (10,202)   (1,281)   (3,494)
Cash flows provided (used in) by financing activities   34,792    (857)   (42,720)
Exchange rate effect on cash and cash equivalents   (4,269)   2,219    3,605 
Increase (decrease) in cash and cash equivalents   10,514    (7,110)   (45,806)

 

Cash Flows from Operating Activities

 

Operating activities used cash of $9.8 million in 2019, compared to $7.2 million in 2018. An increase in short-term securities used cash of $6.4 million in 2019, compared to $1.1 million in 2018. In 2019, an increase in receivables used cash of $0.5 million in 2019, compared to a decrease in receivables providing cash of $10.3 million in 2018. A decrease in inventories provided cash of $1.6 million in 2019, compared to an increase in inventories using cash of $1.4 million in 2018. A decrease in account payables and accrued expenses used cash of $0.2 million in 2019, compared to an increase in account payables and accrued expenses providing cash of $0.4 million in 2018. Assets held for sale provided cash of $0.4 million in 2019 compared to $nil in 2018. An increase in deposits, prepaid and other used cash of $0.5 million in 2019, compared to a decrease in deposits, prepaid and other providing cash of $70,000 in 2018. In 2019, a decrease in income tax liabilities used cash of $35,000 compared to $1.0 million in 2018.

 

Operating activities used cash of $7.2 million in 2018, compared to $3.2 million in 2017. In 2018, a decrease in receivables provided cash of $10.3 million in 2018, compared to $30.2 million in 2017. A decrease in short-term bank borrowings used cash of $1.6 million in 2018, compared to $34.5 million in 2017. An increase in inventories used cash of $1.4 million in 2018, compared to a decrease in inventories providing cash of $19.6 million in 2017. An increase in account payables and accrued expenses provided cash of $0.4 million in 2018, compared to a decrease in account payables and accrued expenses using cash of $26.5 million in 2017. Assets held for sale provided cash of $nil in 2018 compared to a decrease in assets held for sale providing cash of $12.6 million in 2017. A decrease in deposits, prepaid and other provided cash of $70,000 in 2018, compared to $8.4 million in 2017.

 

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Cash Flows from Investing Activities

 

Investing activities used cash of $10.2 million in 2019, compared to $1.3 million in 2018. An increase in a loan receivable and the acquisition of an indemnification asset used cash of $0.8 million and $6.7 million, respectively in 2019, compared to $nil for 2018. In 2019, the dispositions of subsidiaries, net of cash and cash equivalents disposed of, used cash of $1.9 million, compared to $0.8 million in 2018. In 2019, purchases of property, plant and equipment, net of sales, used cash of $0.7 million, compared to $0.2 million in 2018.

 

Investing activities used cash of $1.3 million in 2018, compared to $3.5 million in 2017. The proceeds from sales of investment property provided cash of $1.0 million in 2018, compared to $nil for 2017. In 2018, the purchase of long-term securities used cash of $1.2 million, compared to $nil in 2017. In 2018, the dispositions of subsidiaries, net of cash and cash equivalents disposed of, used cash of $0.8 million, compared to $8.4 million in 2017. In 2018, purchases of property, plant and equipment, net of sales, used cash of $0.2 million, compared to net sales providing cash of $4.8 million in 2017.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities was $34.8 million in 2019, compared to using cash of $0.9 million in 2018. In 2019, the issuance of bond payables (net of commissions, fees and expenses relating to the issuance thereof) provided cash of $35.4 million compared to $nil in 2018. Reductions in lease liabilities used cash of $0.9 million in 2019 compared to $nil in 2018. An exercise of stock options provided cash of $0.2 million in 2019 compared to $nil in 2018.

 

Net cash used by financing activities was $0.9 million in 2018, compared to $42.7 million in 2017. In 2018, dividends and a return of capital paid to non-controlling interests used cash of $0.9 million, compared to $1.6 million in 2017. A net decrease in debt used cash of $nil in 2018, compared to $42.3 million in 2017.

 

Financial Position

 

The following table sets out our selected financial information as at the dates indicated:

 

   December 31, 
   2019   2018 
   (In thousands) 
Cash and cash equivalents  $78,274   $67,760 
Short-term securities   14,174    7,400 
Securities – derivatives   -    209 
Trade receivables   4,158    5,343 
Tax receivables, current portion   188    104 
Other receivables   8,104    8,675 
Inventories   2,388    11,406 
Restricted cash   85    281 
Deposits, prepaid and other   1,124    828 
Total current assets   108,495    102,006 
Working capital   88,606    74,799 
Total assets   503,349    506,913 
           
Account payables and accrued expenses   19,161    26,315 
Financial liabilities – derivatives   -    37 
Income tax liabilities   728    855 
Total current liabilities   19,889    27,207 
Bond payables, long-term   35,418    - 
Loan payable, long-term   4,769    3,981 
Decommissioning obligations, long-term   15,018    13,641 
Deferred income tax liabilities   65,307    66,421 
Total liabilities   141,335    112,507 
Shareholders' equity   353,612    386,376 

 

We maintain an adequate level of liquidity, with a portion of our assets held in cash and cash equivalents and securities. The liquid nature of these assets provides us with flexibility in managing and financing our business and the ability to realize upon investment or business opportunities as they arise. We also use liquidity for our own proprietary trading and investing activities.

 

24

 

 

As at December 31, 2019, cash and cash equivalents increased to $78.3 million from $67.8 million as at December 31, 2018.

 

Trade receivables and other receivables were $4.2 million and $8.1 million, respectively, as at December 31, 2019, compared to $5.3 million and $8.7 million, respectively, as at December 31, 2018. Other receivables included a loan of $0.8 million and an indemnification asset of $6.4 million as at December 31, 2019 from a related party. See "Item 7: Major Shareholders and Related Party Transactions – B. Related Party Transactions" for further information.

 

Inventories decreased to $2.4 million as at December 31, 2019, from $11.4 million as at December 31, 2018, primarily as a result of the disposition of metal product lines.

 

Deposits, prepaid and other assets were $1.1 million as at December 31, 2019, compared to $0.8 million as at December 31, 2018.

 

We had short-term securities of $14.2 million as at December 31, 2019, compared to $7.4 million as at December 31, 2018 as a result of additional securities in our bank subsidiary in the ordinary course of business.

 

Current tax receivables, consisting primarily of refundable value-added taxes, were $0.2 million as at December 31, 2019, compared to $0.1 million as at December 31, 2018.

 

Account payables and accrued expenses were $19.2 million as at December 31, 2019, compared to $26.3 million as at December 31, 2018. The decrease was primarily due to the disposition of metal product lines.

 

We had deferred income tax liabilities of $65.3 million as at December 31, 2019, compared to $66.4 million as at the end of 2018.

 

We had bond payables of $35.4 million as at December 31, 2019, compared to $nil as at December 31, 2018 as a result of the issuance of €25.0 million in principal amount of bonds at Merkanti Holding plc.

 

We had a non-interest bearing loan payable, which is measured at fair value through profit or loss, of $4.8 million as at December 31, 2019, compared to $4.0 million as at December 31, 2018. The loan does not have a fixed repayment date and the estimated fair value has been determined using a discount rate for similar investments. Please see Note 27 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

As at December 31, 2019, we had long-term decommissioning obligations of $15.0 million relating to our hydrocarbon properties, which will be funded through cash flows from such interests over their operating lives, compared to $13.6 million as at December 31, 2018.

  

Long-Term Debt

 

As at December 31, 2019, we had long-term bond payables of $35.4 million compared to $nil as at December 31 2018. In August 2019, Merkanti Holding plc completed a public issue of bonds with an aggregate nominal amount of €25.0 million. The bonds are redeemable in August 2026, with interest payable in August each year at a nominal interest rate of 4.00% (or an effective interest rate at 4.41%) and secured by our investment property and real estate held for sale. To the extent that any sales of these properties, in whole or in part, cause the security to fall below a certain ratio, proceeds of said sale, up to an amount of the collateral shortfall, are required to be placed as cash collateral with the bondholder trustee until maturity.

 

25

 

 

Future Liquidity

 

We expect that there will be acquisitions of businesses or commitments to projects in the future. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, capital resources will be required. Depending on the size of a transaction, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flows from operations, cash on hand, borrowings against our assets, sales of proprietary investments or the issuance of securities.

 

Foreign Currency

 

Our consolidated financial results are subject to foreign currency exchange rate fluctuations.

 

Our presentation currency is the Canadian dollar. We translate subsidiaries' assets and liabilities into Canadian dollars at the rate of exchange on the balance sheet date. Revenue and expenses are translated at exchange rates approximating those at the date of the transactions or, for practical reasons, the average exchange rates for the applicable periods, when they approximate the exchange rate as at the dates of the transactions. As a substantial amount of revenue is generated in Euros, the financial position for any given period, when reported in Canadian dollars, can be significantly affected by the exchange rates for these currencies prevailing during that period. In addition, we also have exposure to the RMB and the United States dollar.

 

In 2019, we reported a net $15.0 million currency translation adjustment loss under other comprehensive loss within equity. This compared to a net gain of $3.1 million in 2018. This currency translation adjustment did not affect our profit and loss statement. The loss in 2019 was primarily a result of the strengthening of the Canadian dollar against the Euro from 2018.

 

Contractual Obligations

 

The following table sets out our obligations and commitments including contractual obligations, bond payables and loan payable held at fair value as at December 31, 2019.

 

   Payments Due by Period(1) 
   (In thousands) 
Contractual Obligations(2)  Less than
1 Year
   1 – 3 Years   3 – 5 Years   More than
5 Years
   Total 
Lease liabilities  $413   $478   $421   $-   $1,312 
Bond payables   1,458    2,916    2,916    39,374    46,664 
Loan payable(3)   -    -    -    4,769    4,769 
Total  $1,871   $3,394   $3,337   $44,143   $52,745 

 

 

Notes:

(1) Includes principal and interest.

(2) This table does not include non-financial instrument liabilities and guarantees.

(3) Consists of a US dollar loan payable to a former subsidiary, which is interest free, does not have a fixed maturity date and is measured at fair value through profit or loss. The undiscounted contractual amount due to former subsidiary out of surplus cash of the applicable subsidiary note holder is $54.6 million (US$42.1 million). The payment amount disclosed here represents its fair value as at December 31, 2019. Inclusive of the undiscounted contractual amount due, total contractual obligations at December 31, 2019 are $54.6 million. The actual repayment may be materially different from the amount disclosed herein. See "– Financial Position" for further information.

 

Risk Management

 

Risk is an inherent part of our business and operating activities. The extent to which we properly and effectively identify, assess, monitor and manage each of the various types of risk involved in our activities is critical to our financial soundness and profitability. We seek to identify, assess, monitor and manage the following principal risks involved in our business activities: market, credit, liquidity, operational, legal and compliance, new business, reputational and other. Risk management is a multi-faceted process that requires communication, judgment and knowledge of financial products and markets. Our management takes an active role in the risk management process and requires specific administrative and business functions to assist in the identification, assessment and control of various risks. Our risk management policies, procedures and methodologies are fluid in nature and are subject to ongoing review and modification.

 

Inflation

 

We do not believe that inflation has had a material impact on our revenue or income over the past two fiscal years. However, increases in inflation could result in increases in our expenses, which may not be readily recoverable in the price of goods or services provided to our clients. To the extent that inflation results in rising interest rates and has other adverse effects on capital markets, it could adversely affect our financial position and profitability.

 

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Application of Critical Accounting Policies

 

The preparation of financial statements in conformity with IFRS requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

 

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. We have identified certain accounting policies that are the most important to the portrayal of our current financial condition and results of operations. Please refer to Note 2 to our audited consolidated financial statements for the year ended December 31, 2019, for a discussion of the significant accounting policies.

 

In the process of applying our accounting policies, management makes various judgments and estimates that can significantly affect the amounts it recognizes in the consolidated financial statements. The following is a description of the critical judgments and estimates that management has made in the process of applying our accounting policies and that have the most significant effects on the amounts recognized in the consolidated financial statements:

 

Identification of Cash-generating Units

 

Our assets are aggregated into cash-generating units, referred to as "CGUs", for the purpose of assessing and calculating impairment, based on their ability to generate largely independent cash flows. The determination of CGUs requires judgment in defining the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs have been determined based on similar geological structure, shared infrastructure, geographical proximity, product type and similar exposure to market risks. In the event facts and circumstances surrounding factors used to determine our CGUs change, we will re-determine the groupings of CGUs. Please see Notes 12 and 13 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

Impairment and Reversals of Impairment on Non-Financial Assets

 

The carrying amounts of our non-financial assets, other than deferred tax assets, are reviewed at the end of each reporting period to determine whether there is an indication of impairment or reversal of previously recorded impairment. If such indication exists, the recoverable amount is estimated.

 

Determining whether there are any indications of impairment or impairment reversals requires significant judgment of external factors, such as an extended change in prices or margins for hydrocarbon commodities or refined products, a significant change in an asset's market value, a significant revision of estimated volumes, revision of future development costs, a change in the entity's market capitalization or significant changes in the technological, market, economic or legal environment that would have an impact on our CGUs. Given that the calculations for recoverable amounts require the use of estimates and assumptions, including forecasts of commodity prices, marketing supply and demand, product margins and in the case of our interests in an iron ore mine, power plant and hydrocarbon properties, expected production volumes, it is possible that the assumptions may change, which may impact the estimated life of the CGU and may require a material adjustment to the carrying value of goodwill and non-financial assets.

 

Impairment losses recognized in prior years are assessed at the end of each reporting period for indications that the impairment has decreased or no longer exists. An impairment loss is reversed only to the extent that the carrying amount of the asset or CGU does not exceed the carrying amount that would have been determined, net of depletion, depreciation and amortization, if no impairment loss had been recognized.

 

Valuation of Investment Property

 

Investment properties are included in the consolidated statement of financial position at their market value, unless their fair value cannot be reliably determined at that time. The market value of investment properties is assessed annually by an independent qualified valuer, who is an authorized expert for the valuation of developed and undeveloped land in Germany, after taking into consideration the net income with inputs on realized basic rents, operating costs and damages and defects. The assumptions adopted in the property valuations are based on the market conditions existing at the end of the reporting period, with reference to current market sales prices and the appropriate capitalization rate. Changes in any of these inputs or incorrect assumptions related to any of these items could materially impact these valuations.

 

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Assets Held for Sale and Discontinued Operations

 

We apply judgment to determine whether an asset (or disposal group) is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. In order to assess whether it is highly probable that the sale can be completed within one year, or the extension period in certain circumstances, management reviews the business and economic factors, both macro and micro, which include the industry trends and capital markets, and the progress towards a sale transaction. It is also open to all forms of sales, including exchanges of non-current assets for other non-current assets when the exchange will have commercial substance in accordance with IAS 16, Property, Plant and Equipment.

 

A discontinued operation is a component of an entity (which comprises operations and cash flows that can be clearly distinguished, operationally and, for financial reporting purposes, from the rest of the entity) that either has been disposed of or is classified as held for sale. While a component of the entity has distinguished financial data, judgments must be exercised on the presentation of inter-company transactions between components that are presented as discontinued operations and those that are presented as continuing operations. Furthermore, the allocation of income tax expense (recovery) also involves the exercise of judgments as the tax position of continuing operations may have an impact on the tax position of discontinued operations, or vice versa. Generally, management determines whether a component is a discontinued operation or not based on the contribution of the component to our net income (loss), net assets, or gross assets. Management does not view revenue as a major factor in determining whether a component is a discontinued operation or not because the revenue factor does not contribute any real economic benefits to us.

  

Purchase Price Allocations

 

There was a business combination in 2017. For every business combination, we measured the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values. The determination of fair value required us to make assumptions, estimates and judgments regarding future events, including the profit forecast of the new subsidiary in the future. The allocation process is inherently subjective and impacts the amounts assigned to individual identifiable assets and liabilities, including the fair value of long-lived assets, the recognition and measurement of any unrecorded intangible assets and/or contingencies and the final determination of the amount of goodwill or bargain purchase. The inputs to the exercise of judgments include legal, contractual, business and economic factors. As a result, the purchase price allocation impacts our reported assets and liabilities and future net earnings due to the impact on future depreciation, depletion and amortization and impairment tests.

 

Credit Losses and Impairment of Receivables

 

On January 1, 2018, we adopted IFRS 9, Financial Instruments, referred to as "IFRS 9". As a result, we apply credit risk assessment and valuation methods to our trade and other receivables under IFRS 9 which establishes a single forward-looking expected loss impairment model to replace the incurred impairment model under IAS 39, Financial Instruments: Recognition and Measurement.

 

We measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on the financial instrument has increased significantly since initial recognition. The objective of the impairment requirements is to recognize lifetime expected credit losses for all financial instruments for which there have been significant increases in credit risk since initial recognition – whether assessed on an individual or collective basis – considering all reasonable and supportable information, including that which is forward-looking.

 

At each reporting date, our management assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, management uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, management compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and consider reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

 

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Allowance for credit losses is maintained at an amount considered adequate to absorb the expected credit losses. Such allowance for credit losses reflects our management's best estimate of changes in the credit risk on our financial instruments and judgments about economic conditions. The assessment of allowance for credit losses is a complex process, particularly on a looking-forward basis; which involves a significant degree of judgment and a high level of estimation uncertainty. The input factors include the assessment of the credit risk of our financial instruments, legal rights and obligations under all the contracts and the expected future cash flows from the financial instruments, which include inventories, mortgages and other credit enhancement instruments. The major source of estimation uncertainty relates to the likelihood of the various scenarios under which different amounts are expected to be recovered through the security in place on the financial assets. The expected future cash flows are projected under different scenarios and weighted by probability, which involves the exercise of significant judgment. Estimates and judgments could change in the near-term and could result in a significant change to a recognized allowance.

 

Interests in Resource Properties and Reserve Estimates

 

We had interests in resource properties mainly comprised of an interest in an iron ore mine, and to a lesser extent, hydrocarbon properties, with an aggregate carrying amount of $270.1 million as at December 31, 2019.

 

Estimation of reported recoverable quantities of proved and probable reserves include judgmental assumptions regarding production profile, prices of products produced, exchange rates, remediation costs, timing and amount of future development costs and production, transportation and marketing costs for future cash flows. It also requires interpretation of geological and geophysical models and anticipated recoveries. The economical, geological and technical factors used to estimate reserves may change from period to period. Changes in reported reserves can impact the carrying amounts of our interests in resource properties and/or related property, plant and equipment, the recognition of impairment losses and reversal of impairment losses, the calculation of depletion and depreciation, the provision for decommissioning obligations and the recognition of deferred income tax assets or liabilities due to changes in expected future cash flows. The recoverable quantities of reserves and estimated cash flows from our hydrocarbon interests are independently evaluated by reserve engineers at least annually. In 2019, we did not recognize any impairment in respect of our interests in resource properties.

 

Our hydrocarbon reserves represent the estimated quantities of petroleum, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be economically recoverable in future years from known reservoirs and which are considered commercially producible. Such reserves may be considered commercially producible if management has the intention of developing and producing them and such intention is based upon: (a) a reasonable assessment of the future economics of such production; (b) a reasonable expectation that there is a market for all or substantially all the expected hydrocarbon production; and (c) evidence that the necessary production, transmission and transportation facilities are available or can be made available. Reserves may only be considered proven and probable if producibility is supported by either production or conclusive formation tests.

 

Included in interests in resource properties as at December 31, 2019, were exploration and evaluation assets with an aggregate carrying amount of $17.0 million. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount and upon reclassification to hydrocarbon development and production assets. If such indicators exist, impairment, if any, is determined by comparing the carrying amounts to the recoverable amounts. The measurement of the recoverable amount involves a number of assumptions, including the timing, likelihood and amount of commercial production, further resource assessment plans and future revenue and costs expected from the asset, if any.

 

Please see Note 13 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

Impairment of Other Non-Financial Assets

 

We had property, plant and equipment aggregating $55.4 million as at December 31, 2019, consisting mainly of a power plant and a natural gas processing facility. Impairment of our non-financial assets is evaluated at the CGU level. In testing for impairment, the recoverable amounts of the Company's CGUs are determined as the higher of their values in use and fair values less costs of disposal. In the absence of quoted market prices, the recoverable amount is based on estimates of future production rates, future product selling prices and costs, discount rates and other relevant assumptions. Increases in future costs and/or decreases in estimates of future production rates and product selling prices may result in a write-down of our property, plant and equipment. Please see Note 12 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

Taxation

 

We are subject to tax in a number of jurisdictions and judgment is required in determining the worldwide provision for income taxes. Deferred income taxes are recognized for temporary differences using the liability method, with deferred income tax liabilities generally being provided for in full (except for taxable temporary differences associated with investments in subsidiaries and branches where we are able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future) and deferred income tax assets being recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized.

 

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Our operations and organization structures are complex, and related tax interpretations, regulations and legislation are continually changing. The income tax filings of the companies in our group are subject to audit by taxation authorities in numerous jurisdictions. There are audits in progress and items under review, some of which may increase our income tax liabilities. In addition, the companies have filed appeals and have disputed certain issues. While the results of these items cannot be ascertained at this time, we believe that we have an adequate provision for income taxes based on available information.

 

We recognized deferred income tax assets of $14.3 million as at December 31, 2019. In assessing the realizability of deferred income tax assets, our management considers whether it is probable that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible or before tax loss and tax credit carry-forwards expire. Our management considers the future reversals of existing taxable temporary differences, projected future taxable income, taxable income in prior years and tax planning strategies in making this assessment. Unrecognized deferred income tax assets are reassessed at the end of each reporting period.

 

We provide for future income tax liabilities in respect of uncertain tax positions where additional income tax may become payable in future periods and such provisions are based on our management's assessment of exposure. We did not recognize the full deferred tax liability on taxable temporary differences associated with investments in subsidiaries and branches where we are able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. We may change our investment decision in the normal course of our business, thus resulting in additional income tax liabilities.

 

Contingencies

 

Pursuant to IAS 37, Provisions, Contingent Liabilities and Contingent Assets, we do not recognize a contingent liability. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. If it becomes probable that an outflow of future economic benefits will be required for an item previously accounted for as a contingent liability, an accrual or a provision is recognized in the consolidated financial statements in the period in which the change in probability occurs. See Note 24 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

New Standards and Interpretations Not Yet Adopted

 

In October 2018, IASB issued amendments to its definition of material to make it easier for companies to make materiality judgements. The updated definition amends IAS 1, Presentation of Financial Statements, and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The amendments clarify the definition of material and how it should be applied and ensure that the definition of material is consistent across all IFRS standards. The changes are effective from January 1, 2020, although earlier application is permitted. Our management is assessing its impacts on our financial statement presentation.

 

In October 2018, the IASB amended IFRS 3, Business Combinations, seeking to clarify whether an acquisition transaction results in the acquisition of an asset or the acquisition of a business. The amendments are effective for acquisition transactions on or after January 1, 2020, although earlier application is permitted. The amended standard has a narrower definition of a business, which could result in the recognition of fewer business combinations than under the current standard; the implication of this is that amounts which may have been recognized as goodwill in a business combination under the current standard may now be recognized as allocations to net identifiable assets acquired under the amended standard (with an associated effect in an entity's results of operations that would differ from the effect of goodwill having been recognized). Management is currently assessing the impacts and transition provisions of the amended standard and will apply the standard prospectively from January 1, 2020.

 

Trend Information

 

For a discussion of trends relating to revenue derived from our royalty interest, please see "Item 4: Information on the Company – B. Business Overview – Business Segments – Iron Ore Royalty".

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

  

Safe Harbor

 

The safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, applies to forward-looking information provided under "Off-Balance Sheet Arrangements" and "Liquidity and Capital Resources – Contractual Obligations".

 

ITEM 6:  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A. Directors and Senior Management

 

We have no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any of our directors or officers was selected as a director or officer. Each director holds office until the next annual general meeting of our shareholders or until his or her successor is elected or appointed unless such office is earlier vacated in accordance with our memorandum and articles of association, referred to as the "Articles", or with the provisions of the Cayman Act. The following table sets forth the names of each of our directors and executive officers as at the date hereof:

 

Name (Age)   Present Position   Date of Commencement of Office with our Company
Michael J. Smith (72)   Chairman, President, Chief Executive Officer and Director   2017
Samuel Morrow (35)(1)   Deputy Chief Executive Officer and Chief Financial Officer     2017
Dr. Shuming Zhao (68)(2)(3)(4)   Director   2017
Indrajit Chatterjee (74)(3)(4)   Director   2017
Silke S. Stenger (52)(2)(3)(4)   Director   2017
Friedrich Hondl (59)(1)(2)   Director   2017
Jochen Dümler (65)(1)(2)(3)   Director   2017

 

 

Notes:

(1) Member of the Risk Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Nominating and Corporate Governance Committee.

 

Michael J. SmithChairman, President and Chief Executive Officer

 

Mr. Smith is the President and Chief Executive Officer of the Company and has held such positions since June 2017. Mr. Smith has served as a director and in executive positions of various publicly traded and private companies. Mr. Smith has experience in corporate finance and restructuring.

 

Samuel Morrow – Deputy Chief Executive Officer and Chief Financial Officer

 

Mr. Morrow has been our Deputy Chief Executive Officer and Chief Financial Officer since June 2017. Mr. Morrow is a Chartered Financial Analyst. Prior thereto, Mr. Morrow was previously Vice President of Tanaka Capital Management and Treasurer, Chief Financial Officer and Chief Operating Officer of the Tanaka Growth Fund. Mr. Morrow is a graduate of St. Lawrence University in New York.

 

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Dr. Shuming Zhao – Director

 

Dr. Zhao is a Senior Distinguished Professor and Honorary Dean of the School of Business at Nanjing University, the People's Republic of China. He serves as President of the International Association of Chinese Management Research (IACMR, Third Term), Vice President of the Chinese Academy of Management, President for Jiangsu Provincial Association of Human Resource Management, and Vice President of Jiangsu Provincial Association of Professional Managers. Since 1994, Dr. Zhao has acted as management consultant for several Chinese and international firms. Dr. Zhao is also a director of Daqo New Energy Corp. (China) and JSTI Group (China) Ltd. Dr. Zhao has successfully organized and held nine international symposia on multinational business management. Since 1997, Dr. Zhao has been a visiting professor at the Marshall School of Business, University of Southern California, USA, the College of Business, University of Missouri-St. Louis, USA, Drucker Graduate School of Management, Claremont Graduate University, USA and Honorary Professor of SolBridge International School of Business, South Korea. Dr. Zhao has lectured in countries including the United States, Canada, Japan, Singapore, South Korea, the United Kingdom, Germany, the Netherlands, Portugal and Australia.

 

Indrajit Chatterjee – Director

 

Mr. Chatterjee is a retired businessman and formerly was responsible for marketing with the Transportation Systems Division of General Electric for India. Mr. Chatterjee is experienced in dealing with Indian governmental issues. He is an Executive Committee member of the Indian National Trust for Art and Cultural Heritage, which was founded in 1984 in New Delhi with the vision to spearhead heritage awareness and conservation in India.

 

Silke S. Stenger – Director

 

Ms. Stenger is an independent business consultant and business coach, with experience in the automotive, plant engineering and cement, franchising and consulting industries. She was formerly the vice chairperson of KHD Humboldt Wedag International AG. Ms. Stenger was the Chief Financial Officer of Management One Human Capital Consultants Limited and Head of Investor Relations and authorized representative (Prokurist) with Koidl & Cie Holding AG. She holds a Masters of Science in Industrial and Communications Psychology from FHWien University of Applied Sciences of WKW in Vienna, Austria and is a certified controller (German Chamber of Commerce IHK) and IFRS accountant, specializing in corporate governance and Sarbanes-Oxley Act of 2002 compliance. Furthermore, she is a business coach by training.

 

Friedrich Hondl – Director

 

Mr. Hondl has over 30 years of management experience in the European banking industry and has held several management positions with international banks, including Erste Group Bank, UniCredit and Deutsche Bank, where he was responsible for the international relationship business. Since 2018, he has been the Managing Partner of AMM Prime Management GmbH. From 2013 to 2015, he was the head of Erste Group Bank AG's Large Corporate International Division and from 2009 to 2012 he was the head of International Corporate Relationship Management of UniCredit Bank Austria AG. He also served as chairman of the supervisory board of Intermarket Bank AG from 2014 to 2015 and from 2010 to 2012 was a member of the supervisory board of Oesterreichische Kontrollbank AG (OeKB). OeKB acts as Austria's Export Credit Agency (ECA) on behalf of the Austrian government and specifically the Federal Ministry of Finance. It is a public and a private export insurer and financial institution. Within this group is the Austrian development bank. As an ECA, OeKB supports corporations financially in their export businesses and protects the business activities of Austrian companies abroad by means of export guarantees, investment guarantees and loan guarantees. Mr. Hondl has also served as a board member of a private foundation since 2007.

 

Jochen Dümler – Director

 

Mr. Dümler was the President and Chief Executive Officer of Euler Hermes North America from 2010 to 2015. From 2002 to 2010, Mr. Dümler was a member of the Board of Management of Euler Hermes Kreditversicherung AG and, from 1995 to 2002, he was a member of the Board of Management of PRISMA Kreditversicherung AG. Mr. Dümler is a member of the German-American Chamber of Commerce (New York City), a member of the German Executive Roundtable (Washington, D.C.) and a board member of the German-American Partnership Program.

 

There are no family relationships among any of our directors and executive officers.

 

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B. Compensation

 

During the fiscal year ended December 31, 2019, we paid an aggregate of approximately $1.3 million in cash compensation to our directors and officers, excluding directors' fees. No other funds were set aside or accrued by our company during the fiscal year ended December 31, 2019 to provide pension, retirement or similar benefits for our directors or officers pursuant to any existing plan provided or contributed to by us.

 

Executive Officers

 

The following table provides a summary of compensation paid by us during the fiscal year ended December 31, 2019 to our executive officers:

 

              

Non-equity incentive
compensation plan
compensation

($)(1)

             
Name and Principal Position 

Salary

($)

  

Share

-based
awards

($)

   Option-
based
awards
($)
   Annual
incentive
plans
   Long-term incentive
plans
   Pension
value
($)
  

All other compensation

($)

   Total compensation
($)
 
Michael J. Smith
Chairman, President and Chief Executive Officer
   556,352(4)                       310,259(2)   866,611 
Samuel Morrow
Chief Financial Officer and Deputy Chief Executive Officer
   484,319                        100,279(3)   584,598 

 

 

Notes:

(1) All awards under the Company's non-equity incentive compensation plans are paid during the financial year they were earned.

(2) Consists of housing allowances and expenses.

(3) Consists of medical and other customary perquisites.

(4) Consists of net pay.

 

For the purposes of the above table, compensation amounts were translated to Canadian dollars at the applicable exchange rate at the date of the transaction or, for practical reasons, the average exchange rates for the applicable periods, when they approximate the exchange rates as at the date of the transactions.

 

Directors' Compensation

 

The following table provides a summary of compensation paid by us to, or earned by, the directors of our company during the fiscal year ended December 31, 2019:

 

Director Compensation Table
 
Name  Fees Earned
($)
   Share-
based
awards
($)
   Option-
based
awards
($)
   Non-equity
incentive plan
compensation
($)
   Pension value
($)
   All other compensation
($)
   Total
($)
 
Michael J. Smith(1)    -    -    -    -    -    -    - 
Dr. Shuming Zhao    93,574    -    -    -    -    -    93,574 
Indrajit Chatterjee    90,373    -    -    -    -    -    90,373 
Silke S. Stenger    161,033    -    -    -    -    -    161,033 
Friedrich Hondl    79,587    -    -    -    -    -    79,587 
Jochen Dümler    106,116    -    -    -    -    -    106,116 

 

 

Note:

(1) Compensation provided to Mr. Smith, in his capacity as Chairman, President and Chief Executive Officer is disclosed in the table above under the heading "Executive Officers".

 

A total of $0.5 million (excluding non-cash option-based awards) was paid to our directors for services rendered as directors (including as directors of our subsidiaries), or for committee participation or assignments, during our most recently completed financial year. Our directors are each paid an annual fee of US$25,000 and US$2,500 for each director's meeting attended as well as additional fees, as applicable, for their respective participation on our committees. We also reimburse our directors and officers for expenses incurred in connection with their services as directors and officers.

 

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Pension Plan Benefits

 

As of December 31, 2019, we did not have any defined benefit, defined contribution or deferred compensation plans for any of our senior officers or directors.

 

C. Board Practices

 

Board of Directors

 

Our Articles provide that the number of directors shall be the greater of three and the number most recently established by the directors. Our directors have currently fixed the size of our board at six directors.

 

Pursuant to our Articles, each of our directors holds office until the expiration of his term and until his successor has been elected or qualified. At every annual general meeting of our shareholders, shareholders entitled to vote for the election of directors must, by ordinary resolution, elect the directors. There is no mandatory retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors.

 

Our Articles do not restrict a director's power to vote on a proposal, arrangement or contract in which the director is materially interested, vote on compensation to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers.

 

Our board is currently comprised of Michael J. Smith, Indrajit Chatterjee, Shuming Zhao, Silke S. Stenger, Friedrich Hondl and Jochen Dümler.

 

Other than as discussed elsewhere herein, there are no service contracts between our company and any of our directors providing for benefits upon termination of employment.

 

Committees of the Board of Directors

 

Our board of directors has established an Audit Committee. Our Audit Committee currently consists of Silke S. Stenger, Dr. Shuming Zhao, Friedrich Hondl and Jochen Dümler. The Audit Committee operates pursuant to a charter adopted by our board of directors on July 12, 2017, a copy of which is available online at our website at www.scullyroyalty.com. The Audit Committee is appointed by and generally acts on behalf of the board of directors. The Audit Committee is responsible primarily for monitoring: (i) the integrity of our financial statements; (ii) compliance with legal and regulatory requirements; (iii) the independence, qualifications and performance of our independent auditors; and (iv) the performance and structure of our internal audit function. The Audit Committee also reviews and approves our hiring policies, establishes our procedures for dealing with complaints, oversees our financial reporting processes and consults with management and our independent auditors on matters related to our annual audit and internal controls, published financial statements, risk assessment and risk management, accounting principles and auditing procedures being applied.

 

Our board of directors has established a Compensation Committee. Our Compensation Committee currently consists of Indrajit Chatterjee, Silke S. Stenger, Dr. Shuming Zhao and Jochen Dümler. Our Compensation Committee operates pursuant to a charter adopted by our board of directors on July 12, 2017, a copy of which is available online at our website at www.scullyroyalty.com. The Compensation Committee is appointed and generally acts on behalf of the board of directors. The Compensation Committee is responsible for reviewing our board compensation practices and our selection, retention and remuneration arrangements for our executive officers and employees and reviewing and approving our Chief Executive Officer's compensation in light of our corporate goals and objectives. Except for plans that are, in accordance with their terms or as required by law, administered by our board of directors or another particularly designated group, the Compensation Committee also administers and implements all of our incentive compensation plans and equity-based compensation plans. The Compensation Committee also recommends changes or additions to those plans, monitors our succession planning processes and reports to our board of directors on other compensation matters. Our Chief Executive Officer does not vote upon or participate in the deliberations regarding his compensation.

 

Our board of directors has established a Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee currently consists of Indrajit Chatterjee, Silke S. Stenger and Dr. Shuming Zhao. Our Nominating and Corporate Governance Committee operates pursuant to a charter adopted by our board of directors on July 12, 2017, a copy of which is available online at our website at www.scullyroyalty.com. The primary function of the Nominating and Corporate Governance Committee is to assist our board of directors in developing our Corporate Governance Guidelines and monitor the board and management's performance against the defined approach. The Nominating and Corporate Governance Committee is also responsible for evaluating the board and board committees' structure and size and the independence of existing and prospective directors, identifying and reporting on candidates to be nominated to our board of directors, reporting on the board's annual performance and overseeing our process for providing information to the board.

 

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Our board of directors has established a Risk Committee. Our Risk Committee currently consists of Jochen Dümler, Friedrich Hondl and Samuel Morrow. The Risk Committee reviews and reports to our board of directors respecting our business risks and risk mitigation strategies.

 

D. Employees

 

At December 31, 2019, 2018 and 2017, we employed approximately 80, 216 and 230, respectively. The decrease in 2019 was as a result of the disposition of metal product lines.

 

E. Share Ownership

 

There were 12,554,801 Common Shares, 426,000 stock options and no share purchase warrants issued and outstanding as of May 8, 2020. Of the Common Shares and stock options issued and outstanding on that date, our directors and senior officers, who served in such positions at any time during the fiscal year ended December 31, 2019, beneficially owned the following Common Shares and held the following stock options:

 

Name and principal position  Common Shares
beneficially owned
(#)
   Percentage of total
Common Shares
outstanding
(%)
   Stock options
held
(#)
 
Michael J. Smith
Chairman, President and Chief Executive Officer and Director
   109,067   0.9%   12,500(1)
Dr. Shuming Zhao
Director
   -    -    12,000(1)
Indrajit Chatterjee
Director
   -    -    12,000(1)
Silke S. Stenger
Director
   -    -    12,000(1)
Friedrich Hondl
Director
   -    -    12,000(1)
Jochen Dümler
Director
   -    -    12,000(1)
Samuel Morrow
Deputy Chief Executive Officer and
Chief Financial Officer
   8,478   -*   60,000(1)

 

 

Notes:

(1) The options are exercisable at a price of US$8.76 per Common Share and expire on December 1, 2027.

* Less than 0.1%.

 

2017 Equity Incentive Plan

 

The 2017 Equity Incentive Plan, referred to as the "Incentive Plan", was adopted by the Company on July 14, 2017.

 

Pursuant to the terms of the Incentive Plan, our board of directors, our Compensation Committee or such other committee as is appointed by our board of directors to administer the Incentive Plan, may grant stock options, restricted stock rights, restricted stock, performance share awards, performance share units and stock appreciation rights under the Incentive Plan, establish the terms and conditions for those awards, construe and interpret the Incentive Plan and establish the rules for the Incentive Plan's administration. Such awards may be granted to employees, non-employee directors, officers or consultants of ours or any affiliate or any person to whom an offer of employment with us or any affiliate is extended. Such committee has the authority to determine which employees, non-employee directors, officers, consultants and prospective employees should receive such awards.

 

Subject to adjustment for changes in capitalization, the total number of Common Shares subject to all awards under the Incentive Plan is 575,403 Common Shares.

 

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The maximum number of Common Shares which may be issued as incentive stock options (being stock options intended to meet the requirements of an "incentive stock option" under the U.S. Internal Revenue Code) under the Incentive Plan is limited to 400,000. Further, the maximum number of Common Shares that may be granted to any one participant in the Incentive Plan, who is a Covered Employee (as defined in the Incentive Plan) during the fiscal year where such participant's employment commences, shall be 80,000 and 70,000 for all other fiscal years.

 

In addition, the aggregate fair value of Awards (as defined in the Incentive Plan) granted to any one non-employee director cannot exceed $100,000 in any one year, and the aggregate number of securities issuable to all non-employee directors cannot exceed 1% of the Company's issued and outstanding Common Shares.

 

As at December 31, 2019 and the date hereof, 426,000 awards were outstanding under the Incentive Plan and 129,403 awards were available for future awards under the Incentive Plan.

 

ITEM 7:  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A. Major Shareholders

 

There were 12,554,801 Common Shares issued and outstanding as of May 8, 2020. The following table sets forth, as of the date hereof, persons known to us to be the beneficial owner of more than five percent (5%) of our Common Shares:

 

Name  Amount Owned   Percent of
Class(1)
 
IAT Reinsurance Company Ltd., group(2)   4,372,480    34.9%
Lloyd Miller, III(3)   1,862,523    14.8%
Nantahala Capital Management, LLC(4)   753,885    6.0%

 

 

Notes:

(1) Based on 12,554,801 Common Shares issued and outstanding on May 8, 2020.

(2) As disclosed in a Schedule 13D/A filed by IAT Reinsurance Company Ltd., referred to as "IAT" and Peter Kellogg, collectively, referred to as, the "IAT Group", the IAT Group may be deemed to beneficially own an aggregate of 4,372,480 Common Shares, which includes 2,681,000 Common Shares, representing approximately 21.4% of the issued and outstanding Common Shares, owned by IAT, over which Mr. Kellogg has sole dispositive and voting power over. In such filing, Mr. Kellogg disclaims beneficial ownership of all of the shares, or approximately 21.4% of the issued and outstanding Common Shares, owned by IAT. Included in this figure are 240,000 Common Shares held by Cynthia Kellogg, Mr. Kellogg's wife, which Mr. Kellogg disclaims beneficial ownership of in his public filings.

(3) As disclosed in a Schedule 13G dated January 23, 2018, Neil Subin succeeded to the position of President and Manager of Milfam, LLC which serves as manager, general partner or investment advisor of a number of entities formerly managed by the late Lloyd Miller, III. He also serves as trustee of a number of Miller family trusts, controls such shares through a number of trusts and wholly-owned corporations. Based on a Schedule 13 G/A filed on February 13, 2019, in which Mr. Subin discloses that he exercises sole dispositive and voting control over 1,740,429 of such shares and shared dispositive and voting control over 122,094 of such shares and discloses that such ownership does not include Common Shares owned by Alimco Financial Corporation. Mr. Subin also disclosed in the filing that certain entities held by or for the benefit of the family of Mr. Miller hold approximately 85% of the outstanding shares of common stock of Alimco Financial Corporation and both Mr. Subin and Alimco Financial Corporation disclaim beneficial ownership of the securities reported by the other reporting person. On February 11, 2019, Alimco filed a Schedule 13G disclosing beneficial ownership of, and sole dispositive power over, 170,802 Common Shares.

(4) Based on Schedule 13G/A filed on February 14, 2020 jointly with Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack.

 

As of May 8, 2020, there were 12,554,801 Common Shares issued and outstanding held by 173 registered shareholders. Of those Common Shares issued and outstanding, 12,549,700 Common Shares were registered in the United States (163 registered shareholders).

 

The voting rights of our major shareholders do not differ from the voting rights of holders of our shares who are not major shareholders.

 

The IAT Group is considered to control our company as a result of, among other things, its proportionate ownership of our Common Shares.

 

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company.

 

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B. Related Party Transactions

 

In the normal course of operations, we enter into transactions with related parties, as such term is defined under IFRS. These related party transactions are conducted in arm's-length transactions at normal market prices and on normal commercial terms. In addition to any transactions disclosed elsewhere herein, we had the following transactions with related parties:

 

Years ended December 31:  2019  2018   2017
  

(In thousands)

Fee income  $10  $- $ -
Interest income   31   -   -
Dividends received   -   168   -
Credit losses on corporate guarantees   (3,134)  -   -
Royalty expenses   (210)  -   -
ECL allowance under IFRS 9   (16)  -   -
Reimbursements of expenses, primarily including employee benefits and lease and office expenses   (811)  -   -

 

We have, from time to time, entered into arrangements with a company owned by our Chairman to assist us to comply with various local regulations and requirements, including the newly introduced economic substance legislation for offshore jurisdictions, as well as fiscal efficiency. These arrangements are utilized to aid in the divestment of financially or otherwise distressed or insolvent assets or businesses that are determined to be unsuitable for our ongoing operations. These arrangements are implemented at cost and no economic benefit is received by, or accrued, by our Chairman or the company controlled by him. Pursuant to this arrangement, at the end of 2019, we held: (i) an indemnification asset of $6.4 million relating to a secured indemnity provided by such company to our subsidiary to comply with local regulations and requirements, in an amount equal to the amount advanced to it, for certain short-term intercompany balances involving certain of the our subsidiaries and another subsidiary that was put into dissolution by us in 2019; and (ii) a loan to such company of $0.8 million, bearing interest at 6.3%, which was made by the Bank in 2019 in order to facilitate the acquisition of securities for our benefit.

 

In addition, pursuant to this arrangement, in 2019: (i) we reimbursed such company $0.8 million (as set forth in the table above) at cost for expenses primarily consisting of employee benefits and lease and office expenses; and (ii) sold a non-core metals processing business to a company controlled by our Chairman for nominal consideration, which represented the arm's length transaction price. This metals processing business operated out of a leased property with leased equipment. Over the past fifteen years, the landlord of the land and equipment refused to incur any capital expenditures or to make any necessary improvement to the facility. Without these necessary capital upgrades and improvements, the subsidiary's maintenance costs increased and productivity decreased such that it could no longer operated on a profitable or sustainable basis. After reporting a net loss in 2018, it continued to report losses in 2019, which resulted in the subsidiary having negative net equity on a consolidated basis. As a result, the transaction did not result in the transfer of any net economic benefit to the company controlled by our Chairman and the sale for nominal consideration resulted in our recognition of a non-cash accounting gain of $0.9 million in 2019. Subsequent to the sale, this former subsidiary entered into an insolvency administration process in Germany. We recognized credit losses of $3.1 million on corporate guarantees issued to certain trading partners of this former subsidiary prior to its disposition.

 

As set forth in the table above, we had royalty expenses of $0.2 million in 2019 that were paid to a company in which we hold a minority interest and that is a subsidiary of the operator of the underlying mine.

 

During 2019, our Chairman was a subscriber in the issuance of public bonds by Merkanti Holding plc in the amount of €0.3 million ($0.5 million), being approximately 1.25% of each of the total offering and the outstanding bonds as at December 31, 2019.

 

Please see Note 26 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

C. Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8:  FINANCIAL INFORMATION

 

A. Consolidated Statements and Other Financial Information

 

Our consolidated financial statements have been prepared in compliance with IFRS. Please see "Item 18: Financial Statements".

 

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Legal Proceedings

 

We are subject to routine litigation incidental to our business and are named from time to time as a defendant in various legal actions arising in connection with our activities, certain of which may include large claims for punitive damages. Further, due to the size, complexity and nature of our operations, various legal and tax matters are outstanding from time to time, including audits and reassessments including relating to our former affiliates, and litigation related thereto.

 

One of our subsidiaries is disputing certain assessments by the relevant tax authorities related to expatriate staff payroll tax, and has appealed these matters locally. Management believes that it is more likely than not that it will be successful in this appeal, however the timing is unknown. The total amount of the assessments is $3.0 million of which $0.9 million has been paid in dispute. The amount that has been paid has been written off due to management's expectations of probability of recovery.

 

The Company and certain subsidiaries have been named as defendants in a legal action relating to an alleged guarantee of the former parent of the group in the amount of approximately $63.9 million (€43.8 million). We believe that such claim is without merit and intends to vigorously defend such claim. Currently, based upon the information available to management, management does not believe that there will be a material adverse effect on our financial condition or results of operations as a result of this action. However, due to the inherent uncertainty of litigation, we cannot provide certainty as to the outcome.

 

Currently, based upon information available to us, we do not believe any such matters would have a material adverse effect upon our financial condition or results of operations. However, due to the inherent uncertainty of litigation, we cannot provide certainty as to their outcome. If our current evaluations are materially incorrect or if we are unable to resolve any of these matters favourably, there may be a material adverse impact on our financial performance, cash flows or results of operations. Please see Note 24 to our audited consolidated financial statements for the year ended December 31, 2019 for further information.

 

Dividend Distributions

 

We did not declare or pay any cash dividends to our shareholders in 2019. The Company does not currently have a policy on dividend distributions and the timing, payment and amount of any dividends paid on our Common Shares may be determined by our board of directors from time to time, based upon considerations such as our cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as our board of directors considers relevant.

 

B. Significant Changes

 

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

 

ITEM 9:  THE OFFER AND LISTING

 

A. Offer and Listing Details

 

Our Common Shares are quoted on the New York Stock Exchange, referred to as the "NYSE", currently under the symbol "SRL".

 

The transfer of our Common Shares is managed by our transfer agent, Computershare, 480 Washington Boulevard, Jersey City, NJ 07310 (Tel: 201-680-5258; Fax: 201-680-4604).

 

B. Plan of Distribution

 

Not applicable.

 

C. Markets

 

See "– A. Offer and Listing Details".

 

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D. Selling Shareholders

 

Not applicable.

 

E. Dilution

 

Not applicable.

 

F. Expenses of the Issue

 

Not applicable.

 

ITEM 10: ADDITIONAL INFORMATION

 

A. Share Capital

 

Not applicable.

 

B. Memorandum and Articles of Association

 

We are an exempted company organized under the Cayman Act. Our registered office is located at 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands. Pursuant to Section 4 of our Articles, the objects for which our company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Cayman Act, as amended from time to time, or any other law of the Cayman Islands.

 

The following are summaries of material provisions of our Articles insofar as they relate to our Common Shares.

 

Board of Directors

 

Please see "Item 6: Directors, Senior Management and Employees – C. Board Practices".

 

Common Shares

 

General. Our authorized capital consists of US$450,000 divided into 300,000,000 Common Shares of US$0.001 par value each and 150,000,000 preference shares divided into US$0.001 par value each. No preference shares were issued and outstanding as of the date hereof. There are no limitations imposed by our Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Articles governing the ownership threshold above which shareholder ownership must be disclosed.

 

Dividends. Holders of our Common Shares may receive dividends when, as and if declared by our board of directors, subject to the preferential rights of any preference shares. Under the Cayman Act, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, and provided further that a dividend may not be paid if it would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Our Articles provide that our directors may declare and pay a distribution in money or by distribution of specific assets.

 

Voting. Holders of our Common Shares are entitled to receive notice of and to attend all general meetings of shareholders or separate meetings of holders of Common Shares and are entitled to one vote per share at any such meeting.

 

A quorum required for a general meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than 20% of the total voting power entitled to vote on the resolutions to be considered at a meeting, unless only one shareholder is entitled to vote on such resolutions in which case the quorum required shall be only the one shareholder.

 

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An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Holders of our Common Shares may, among other things, divide or consolidate their shares by ordinary resolution. In general and subject to applicable law, all matters will be determined by a majority of votes cast other than fundamental changes with respect to our company. Various extraordinary corporate transactions including any merger, amalgamation, continuance to another jurisdiction, voluntary winding-up by the court, amendment to the Articles, change of company name or removal of a director must be approved by the shareholders by way of a special resolution. A special resolution is a resolution passed by a majority of not less than two-thirds of such shareholders who, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or approved in writing by all of the shareholders entitled to vote at a general meeting of the Company. Under the Cayman Act, there is no specific requirement to obtain shareholder approval in connection with the sale, lease or exchange of all, or substantially all, of a corporation's property.

 

General Meetings of Shareholders and Shareholder Proposals. Our Articles provide that we may hold an annual general meeting in each year and shall specify the meeting as such with notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. Our directors may convene a meeting of our shareholders with at least 10 days' prior notice.

 

Cayman Islands exempted companies are not required by the Cayman Act to call annual general meetings of shareholders. Our Articles provide that so long as the Company's shares are listed on the NYSE, we shall hold annual general meetings as required under the applicable rules and regulations of the NYSE.

 

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our Articles allow shareholders representing in aggregate 20% or more of the voting rights in respect of the matter for which the meeting is requisitioned, to be held within four months of receipt of the requisition. As an exempted Cayman Islands company, we are not obliged under the Cayman Act to call shareholders' annual general meetings. Under our Articles, directors may be removed by special resolution of our shareholders.

 

Directors' Power to Issue Shares. Our Articles authorize our board of directors to issue additional Common Shares from time to time as our board shall determine, to the extent of available authorized but unissued shares. Our board of directors may also issue preference shares from time to time in one or more classes or series, each of such class or series to have such voting powers (full or limited or without voting powers) designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed, or in any resolution providing for the issue of such class or series adopted by our board.

 

Our board of directors may also approve the issuance of options, rights or warrants that are exercisable into our shares for such consideration and on such terms as the board may determine.

 

Variation of Rights. The rights attached to any class or series of our shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not our company is being wound-up, may only be varied with the consent in writing of the holders of a majority of the issued shares of that class or series or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class or series.

 

Liquidation. The holders of our Common Shares have the right on the winding up, liquidation or dissolution of the Company to participate in the surplus assets of the Company, subject to the rights of any issued and outstanding preference shares.

 

Redemption, Repurchase and Surrender. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. We may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or are otherwise authorized by our Articles. Under the Cayman Act, the redemption or purchase of any of our shares may be paid out of our profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if we can, immediately following such payment, pay our debts as they fall due in the ordinary course of business. In addition, under the Cayman Act, no such share may be redeemed or repurchased: (a) unless it is fully paid up; (b) if such redemption or repurchase would result in there being no shares outstanding; or (c) if the Company has commenced liquidation.

 

Anti-Takeover Provisions.  Our Articles contain certain provisions that would have an effect of delaying, deferring or preventing a change in control of our company, including provisions that:

 

·authorize our directors to issue preference shares in one or more classes or series and to designate the price, rights, preferences, rights and restrictions of such preference shares without any further vote or action by our shareholders;

 

·limit the ability of shareholders to requisition and convene general meetings of shareholders; and

 

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·restrict the nomination of directors without advance notice. In the case of an annual meeting, notice must be given to us not less than 30 nor more than 65 days prior to the date of such meeting; provided that if the meeting 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 such meeting was made, notice may be given no later than the close of business on the 10th day following such announcement. In the case of a special meeting called for the purpose of electing directors that is not also an annual meeting, notice must be provided to us no later than the close of business on the 15th day following the day on which the first public announcement of the date of such special meeting was made. Additionally, our Articles contain a provision requiring a minimum threshold to requisition a special meeting. Such restrictions may make it more difficult to effect changes to our management. 

 

However, under the Cayman Act and applicable Cayman laws, our directors may only exercise the rights and powers granted to them under our Articles for a proper purpose and for what they believe in good faith to be in the best interests of our company.

 

Calls on Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares. The shares that have been called upon and remain unpaid are subject to forfeiture. All of our Common Shares are fully paid.

 

Exempted Company.  We are an exempted company with limited liability under the Cayman Act. The Cayman Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. Unlike ordinary resident companies, among other things, an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies, is not required to have its register of members open to inspection, does not have to hold an annual general meeting, may issue no par value, negotiable or bearer shares and may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands.

 

C. Material Contracts

 

There have been no material contracts outside of the ordinary course of business to which we were a party in the last two years.

 

D. Exchange Controls

 

There are no exchange control regulations or currency restrictions in the Cayman Islands. Under Cayman Islands law, there are no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our Common Shares. Please see "E. Taxation – Cayman Islands Taxation" for further information.

 

The Bank is subject to regulations and restrictions imposed in Europe and Malta. In addition, a portion of our cash and cash equivalents are held in the PRC in RMB. Please see "Item 4: Information on the Company – B. Business Overview – Regulation" for further information.

 

The government of the PRC imposes controls on the convertibility of the RMB into foreign currencies and the remittance of currency out of the PRC. Please see "Item 3: Key Information – D. Risk Factors – Risk Factors Relating to Our Business" for further information.

 

E. Taxation

 

The following is a general summary of certain Cayman Islands and United States federal income tax consequences relevant to an investment in our Common Shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our Common Shares.

 

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Cayman Islands Taxation

 

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our Common Shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within, the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

 

Payments of dividends and capital in respect of our Common Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Common Shares, as the case may be, nor will gains derived from the disposal of our Common Shares be subject to Cayman Islands income or corporation tax.

 

Material United States Federal Income Tax Consequences

 

The following is a discussion of certain United States federal income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our Common Shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences particular to persons subject to certain special provisions of United States federal income tax law such as those described below. In addition, this discussion does not cover any state, local or foreign tax consequences.

 

The following discussion is based upon the Internal Revenue Code of 1986, as amended, referred to as the "Code", Treasury Regulations published by the Internal Revenue Service, referred to as the "IRS", rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with the statements and conclusions herein, or will not take, or that a court will not adopt, a position contrary to any position taken herein.

 

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our Common Shares and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is hereby made. Accordingly, holders and prospective holders of Common Shares are urged to consult their own tax advisors with respect to United States federal, state and local tax consequences of purchasing, owning and disposing of our Common Shares.

 

U.S. Holders

 

As used in this section, a "U.S. Holder" includes: (i) a holder of our Common Shares who is a citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, or any entity which is taxable as a United States corporation for United States tax purposes; (iii) an estate, the income of which is subject to United States federal income tax without regard to its source; or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

This summary does not purport to address all material United States federal income tax consequences that may be relevant to a U.S. Holder and does not take into account the specific circumstances of any particular investors, some of which (such as tax-exempt entities, banks or other financial institutions, insurance companies, broker-dealers, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, regulated investment companies, real estate investment trusts, U.S. expatriates, investors liable for the alternative minimum tax, partnerships and other pass-through entities, investors that own or are treated as owning 10% or more of our Common Shares, investors that hold the Common Shares as part of a straddle, hedge, conversion or constructive sale transaction or other integrated transaction, and U.S. holders whose functional currency is not the United States dollar) may be subject to special tax rules. This summary does not address shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

 

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If an entity that is classified as a partnership for U.S. federal income tax purposes holds our Common Shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Common Shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the Common Shares.

 

Distributions

 

The gross amount of a distribution paid to a U.S. Holder (including amounts withheld in respect of Canadian taxes) in respect of the Common Shares will be subject to United States federal income taxation as ordinary income to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such dividends will not be eligible for the dividends received deduction allowed to corporations. Distributions that are taxable dividends and that meet certain requirements will be "qualified dividend income" and will generally be taxed to U.S. Holders who are individuals at a maximum United States federal income tax rate of 20% (subject to the "Passive Foreign Investment Company" rules discussed below). Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder's tax basis in the Common Shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

 

Sale or Other Disposition of Common Shares

 

Subject to the "Passive Foreign Investment Company" rules discussed below, in general, upon a sale, exchange or other disposition of Common Shares, a U.S. Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder's adjusted tax basis in such shares. Such gain or loss will be a United States source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder's holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to United States federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

 

Foreign Tax Credit

 

Dividends paid by us generally will constitute income from non-U.S. sources and will be subject to various classification rules and other limitations for U.S. foreign tax credit purposes. Subject to generally applicable limitations under United States federal income tax law, withholding tax imposed on such dividends, if any, will be treated as a foreign income tax eligible for credit against a U.S. Holder's United States federal income tax liability (or at a U.S. Holder's election if it does not elect to claim a foreign tax credit for any foreign taxes paid during the taxable year, all foreign income taxes paid may instead be deducted in computing such U.S. Holder's taxable income). There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States federal income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In general, special rules will apply to the calculation of foreign tax credits in respect of dividend income that is subject to preferential rates of United States federal income tax. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our Common Shares should consult their own tax advisors regarding their individual circumstances.

 

Passive Foreign Investment Company

 

We do not believe that we are currently a passive foreign investment company, referred to as a "PFIC". However, since PFIC status depends upon the composition of a corporation's income and assets and the market value of its assets and shares from time to time, there is no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. Holder held shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds the shares, even if we ceased to meet the threshold requirements for PFIC status, and certain adverse United States federal income tax consequences would apply to the U.S. Holder.

 

A non-U.S. corporation will be a PFIC for any taxable year in which either (i) 75% or more of its gross income consists of "passive income", or (ii) 50% or more of the average quarterly value of its assets consist of assets that produce, or are held for the production of, "passive income". For this purpose, subject to certain exceptions, passive income includes interest, dividends, rents, royalties, and gains from transactions in commodities. A non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

 

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If we are treated as a PFIC for any taxable year, gains recognized by a U.S. Holder on a sale or other disposition of shares would be allocated rateably over the U.S. Holder's holding period for the shares. The amount allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, and an interest charge would be imposed on the amount allocated to such taxable year. Further, any distribution in respect of shares in excess of 125% of the average of the annual distributions on shares received by the U.S. Holder during the preceding three years or the U.S. Holder's holding period, whichever is shorter, would be subject to United States federal income taxation as described above. Certain elections might be available to U.S. Holders that may mitigate some of the adverse consequences resulting from PFIC status. However, regardless of whether such elections are made, dividends paid by a PFIC will not be "qualified dividend income" and will generally be taxed at the higher rates applicable to other items of ordinary income.

 

If a U.S. Holder owns shares during any year in which we are a PFIC, the holder generally must file an annual report containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, generally with the holder's federal income tax return for that year.

 

U.S. Holders and prospective holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of our Common Shares.

 

Medicare Tax

 

A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's "net investment income" (or undistributed "net investment income" in the case of estates and trusts) for the relevant taxable year and (2) the excess of the U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between US$125,000 and US$250,000, depending on the individual's circumstances). A holder's net investment income will generally include its dividend income and its net gains from the disposition of securities, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your own tax advisor regarding the applicability of this Medicare tax.

 

Information Reporting and Backup Withholding

 

Under United States federal income tax law and the Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, certain United States federal income tax return disclosure obligations (and related penalties) are generally imposed on U.S. Holders that hold certain specified foreign financial assets in excess of US$50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisers regarding the requirements of filing information returns and, if applicable, filing obligations relating to the PFIC rules.

 

Dividends paid on, and proceeds from the sale or other taxable disposition of, our Common Shares to a U.S. Holder generally may be subject to United States federal information reporting requirements and may be subject to backup withholding (currently at the rate of 24%) unless the U.S. Holder provides an accurate taxpayer identification number or otherwise demonstrates that it is exempt. The amount of any backup withholding collected from a payment to a U.S. Holder will generally be allowed as a credit against the U.S. Holder's United States federal income tax liability and may entitle the U.S. Holder to a refund, provided that certain required information is timely submitted to the IRS. A non-U.S. holder generally will be exempt from these information reporting requirements and backup withholding tax but may be required to comply with certain certification and identification procedures in order to establish its eligibility for exemption.

 

F. Dividends and Paying Agents

 

Not applicable.

 

44

 

 

G. Statement by Experts

 

Not applicable.

 

H. Documents on Display

 

Documents and agreements concerning our company may be inspected at Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong, SAR China.

 

We file reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public over the Internet at such website at http://www.sec.gov.

 

I. Subsidiary Information

 

For a list of our significant wholly-owned direct and indirect subsidiaries and significant non-wholly-owned subsidiaries, please see "Item 4: Information on the Company — C. Organizational Structure".

 

ITEM 11:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to various market risks from changes in interest rates, foreign currency exchange rates and equity prices that may affect our results of operations and financial condition and, consequently, our fair value. Generally, our management believes that our current financial assets and financial liabilities, due to their short-term nature, do not pose significant financial risks. We use various financial instruments to manage our exposure to various financial risks. The policies for controlling the risks associated with financial instruments include, but are not limited to, standardized company procedures and policies on matters such as hedging of risk exposures, avoidance of undue concentration of risk and requirements for collateral (including letters of credit) to mitigate credit risk. We have risk managers to perform audits and checking functions to ensure that company procedures and policies are complied with.

 

We use derivative instruments to manage certain exposures to commodity price and currency exchange rate risks. The use of derivative instruments depends on our management's perception of future economic events and developments. These types of derivatives are often very volatile, as they are highly leveraged, given that margin requirements are relatively low in proportion to their notional amounts.

 

Many of our strategies, including the use of derivative instruments and the types of derivative instruments selected by us, are based on historical trading patterns and correlations and our management's expectations of future events. However, these strategies may not be fully effective in all market environments or against all types of risks. Unexpected market developments may affect our risk management strategies during this time, and unanticipated developments could impact our risk management strategies in the future. If any of the variety of instruments and strategies we utilize are not effective, we may incur losses.

 

Please refer to Note 27 of our audited consolidated financial statements for the year ended December 31, 2019, for a qualitative and quantitative discussion of our exposure to market risks and the sensitivity analysis of interest rate, currency and other price risks at December 31, 2019.

 

ITEM 12:  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

45

 

 

PART II

 

ITEM 13:  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14:  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None.

 

ITEM 15:  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this annual report on Form 20-F, being December 31, 2019. This evaluation was carried out by our Chief Executive Officer (being our principal executive officer) and Chief Financial Officer (being our principal financial officer). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting, described under "- Report of Management on Internal Control over Financial Reporting". Notwithstanding the identified material weakness, management believes, based on a number of factors, including, but not limited to; (a) our internal review that identified an accounting error related to the accounting for the reclassification to profit or loss of the amounts recognized in other comprehensive income in relation to foreign exchange differences, leading to the adjustment of our previously issued financial statements, and (b) commencement of certain remediation actions, as discussed further below, the consolidated financial statements, as included in this Annual Report on Form 20-F, fairly represent in all material respects our financial condition, results of operations and cash flows as of and for the periods presented.

 

Report of Management on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 13d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that:

 

1.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets and our consolidated entities;

 

2.provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with IFRS and that receipts and expenditures of our company are being made only in accordance with authorizations of management and our directors; and

 

3.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

 

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019. In conducting this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework (2013), our management concluded that, as of December 31, 2019,  our internal control over financial reporting was not effective because of the identification of a material weakness as discussed below.

 

46

 

 

In connection with the audit of our consolidated financial statements for the year ended December 31, 2019, our management and independent registered public accounting firm identified a material weakness in our internal control over financial reporting. The material weakness related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of IFRS 10, Consolidated Financial Statements, referred to as "IFRS 10", regarding the disposition or loss of control of a subsidiary and the accounting for the reclassification to profit or loss of the amounts recognized in other comprehensive income in relation to foreign exchange differences on the subsidiary, and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively to identify this application. As a result, adjustments were required to our consolidated financial statements during the course of the audit, including a restatement of our consolidated financial statements for the year ended December 31, 2017, as disclosed in Note 2 thereto.

 

The above restatement related to the reclassifications of net gain (loss) on dispositions of subsidiaries between gain on dispositions of subsidiaries, net (included in cost of sales and services) and exchange differences on foreign currency transaction in the consolidated statements of operations and cash flow statement. Our management, in consultation with its external accounting advisors, has previously accounted for the associated foreign exchange gains and losses held in accumulated other comprehensive income and recycled on disposition into the line item "exchange differences of foreign currency transaction, net" in our consolidated statements of operations and consolidated statements of cash flows. As part of its review of its audited consolidated financial statements for 2019 and after discussion with its independent registered public accounting firm and reviewing a Staff Paper issued by the IFRS Interpretations Committee in respect of "Sale of a single asset entity containing real estate" (IFRS 10) management concluded on the requirement to recognize such amounts instead in gain on dispositions of subsidiaries, net (included in "costs of sales and services") in our consolidated statements of operations and consolidated statements of cash flows. The restatement in 2017 did not impact our overall costs and expenses or total cash flow from operating activities nor did it impact our net (loss) income or financial position.

 

As a result of the material weakness identified above, management concluded that, as of December 31, 2019, our internal control over financial reporting was not effective. Since identifying such material weakness, our management has engaged in the implementation of remedial efforts to address same and implemented the following remediation plans, among others, by enhancing the training in the application of IFRS 10 for personnel (including its external accounting advisors) and management involved in the supervision and monitoring of our accounting and reporting functions. As a result of such remediation efforts, our management has determined that the above material weakness has been remediated as of the date hereof.

 

Changes in Internal Control over Financial Reporting

 

Other than our remediation efforts subsequent to December 31, 2019 that are described above, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

ITEM 16:  [RESERVED]

 

ITEM 16A:  AUDIT COMMITTEE FINANCIAL EXPERT

 

Silke Stenger was appointed Chair of our Audit Committee with effect from July 14, 2017. Our board of directors had determined that Ms. Stenger qualified as an "audit committee financial expert" and was "independent", as such terms are used in Section 303A.02 of the NYSE Listed Company Manual.

 

47

 

 

ITEM 16B:  CODE OF ETHICS

 

Code of Ethics and Code of Conduct

 

Our board of directors encourages and promotes a culture of ethical business conduct through the adoption and monitoring of our codes of ethics and conduct, the insider trading policy and such other policies as may be adopted from time to time.

 

Our board of directors adopted a written Code of Business Conduct and Ethics and Insider Trading Policy on July 12, 2017, referred to as the "Code of Ethics". Since such adoption, our board of directors has conducted an assessment of its performance, including the extent to which the board and each director comply therewith. It is intended that such assessment will be conducted annually.

 

A copy of our Code of Ethics is available online at our website at www.scullyroyalty.com. A copy of the Code of Ethics is filed as Exhibit 11.1 to this Annual Report on Form 20-F.

 

We will provide a copy of the Code of Ethics to any person without charge, upon request. Requests can be sent by mail to: Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong, SAR China.

 

ITEM 16C:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The aggregate fees for audit services rendered for the audit of our annual financial statements for the year ended December 31, 2019 by BDO LLP were $988,765 (before goods and services tax). The aggregate fees for audit services rendered for the audit of our annual financial statements for the year ended December 31, 2018 by BDO LLP were $201,105 (before goods and services tax) and by MSR Partners LLP (formerly, Moore Stephens LLP), referred to as "Moore Stephens LLP", were $565,895.

 

Audit-Related Fees

 

During the years ended December 31, 2019 and 2018, $nil and $nil were billed, respectively, by BDO LLP and Moore Stephens LLP for services that were reasonably related to the performance of the audit of our financial statements and that were not reported under the category "Audit Fees" above.

 

Tax Fees

 

During the fiscal year ended December 31, 2019, no fees were billed by BDO LLP for tax, compliance, tax advice and tax planning. During the fiscal year ended December 31, 2018, no fees were billed by BDO LLP and Moore Stephens LLP for tax compliance, tax advice and tax planning.

 

All Other Fees

 

During the fiscal year ended December 31, 2019, $nil fees were billed by BDO LLP for services not related to audit or tax. During the fiscal year ended December 31, 2018, no fees were billed by BDO LLP for services not related to audit or tax.

 

Audit Committee Pre-approval Policies and Procedures

 

The Audit Committee pre-approves all services provided by our independent auditors. All of the services and fees described under the categories of "Audit-Related Fees", "Tax Fees" and "All Other Fees" were reviewed and approved by the Audit Committee before the respective services were rendered and none of such services were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

48

 

 

ITEM 16D:  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Not applicable.

 

ITEM 16E:  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

In 2019, neither we nor any affiliated purchaser (as defined in the Securities Exchange Act of 1934) purchased any of our Common Shares.

 

ITEM 16F:  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16G:  CORPORATE GOVERNANCE

 

Our Common Shares are listed on the NYSE. Summarized below are the significant differences between our corporate governance rules and the corporate governance rules applicable to U.S. domestic issuers under the listing standards of the NYSE:

 

·Section 303A.03 of the NYSE's Listed Company Manual requires the non-management directors of a listed company to meet at regularly scheduled executive sessions without management.

 

While our independent directors (all of whom are non-management directors) meet regularly for committee meetings at which they are all present without non-independent directors or management in attendance, they do not generally hold other regularly scheduled meetings at which non-independent directors and members of management are not in attendance.

 

·Section 303A.08 of the NYSE's Listed Company Manual requires shareholder approval of all equity compensation plans and material revisions to such plans.

 

Our current stock option has been approved by our shareholders. However, our plans do not specifically require shareholder approval of material revisions.

 

ITEM 16H:  MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 17:  FINANCIAL STATEMENTS

 

Not applicable. Please see "Item 18: Financial Statements".

 

49

 

 

ITEM 18:  FINANCIAL STATEMENTS

 

The following attached audit reports and financial statements are incorporated herein:

 

 

50

 

 

Report of Independent Registered Public Accounting Firm

 

Shareholders and Board of Directors

Scully Royalty Ltd.

Hong Kong, China

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Scully Royalty Ltd. (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We also have audited the adjustments described in Note 2 that were applied to restate the 2017 consolidated financial statements to correct an error. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2017 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2017 consolidated financial statements taken as a whole.

 

Adoption of New Accounting Standard

 

As discussed in Note 2 to the consolidated financial statements, effective on January 1, 2019, the Company changed its method of accounting for leases due to the adoption of IFRS 16, Leases.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ BDO LLP

 

BDO LLP

We have served as the Company's auditor since 2019.

 

London, United Kingdom

May 11, 2020

 

51

 

 

[MISSING IMAGE: lg_moore-stephens.jpg]

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the shareholders and the board of directors of MFC Bancorp Ltd

 

Opinion on the financial statements

 

We have audited before the effects of the adjustments for the correction of the error described in Note 2, the accompanying consolidated statements of operations, comprehensive (loss)/income, changes in equity and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the "consolidated financial statements") of MFC Bancorp Ltd and its subsidiaries (collectively the "Company"). The 2017 financial statements before the effects of the adjustments discussed in Note 2 are not presented herein. In our opinion, except for the error described in Note 2, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We were not engaged to audit, review, or apply any procedures to the adjustments for the correction of the error described in Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by BDO LLP.

 

Basis for opinion

 

The consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Moore Stephens LLP

 

Moore Stephens LLP

Chartered Accountants

 

We have served as the Company's auditor since 2017

 

150 Aldersgate Street

London

EC1A 4AB

United Kingdom

April 10, 2018

 

52

 

 

SCULLY ROYALTY LTD.

(FORMERLY MFC BANCORP LTD.)

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Canadian Dollars in Thousands)

 

ASSETS  Notes   December 31,
2019
   December 31,
2018
 
Current Assets               
Cash and cash equivalents       $78,274   $67,760 
Securities   7    14,174    7,400 
Securities – derivatives        -    209 
Trade receivables   8    4,158    5,343 
Tax receivables        188    104 
Other receivables   9    8,104    8,675 
Inventories   10    2,388    11,406 
Restricted cash        85    281 
Deposits, prepaid and other        1,124    828 
Total current assets        108,495    102,006 
Non-current Assets               
Securities   7    3,809    4,702 
Real estate held for sale        13,040    13,830 
Investment property   11    38,205    37,804 
Property, plant and equipment   12    55,413    58,325 
Interests in resource properties   13    270,070    273,250 
Tax receivables        -    488 
Deferred income tax assets   14    14,295    15,735 
Other        22    773 
Total non-current assets        394,854    404,907 
        $503,349   $506,913 
LIABILITIES AND EQUITY               
Current Liabilities               
Account payables and accrued expenses   15   $19,161   $26,315 
Financial liabilities – derivatives        -    37 
Income tax liabilities        728    855 
Total current liabilities        19,889    27,207 
Long-term Liabilities               
Bond payables   16,25    35,418    - 
Loan payable   27    4,769    3,981 
Decommissioning obligations   17    15,018    13,641 
Deferred income tax liabilities   14    65,307    66,421 
Other        934    1,257 
Total long-term liabilities        121,446    85,300 
Total liabilities        141,335    112,507 
Equity               
Capital stock, fully paid   18    16    16 
Additional paid-in capital        312,471    312,132 
Treasury stock   18    (2,643)   (2,643)
Contributed surplus        16,627    16,735 
Retained earnings        1,009    19,333 
Accumulated other comprehensive income        26,132    40,803 
Shareholders' equity        353,612    386,376 
Non-controlling interests        8,402    8,030 
Total equity        362,014    394,406 
        $503,349   $506,913 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

53

 

 

SCULLY ROYALTY LTD.

(FORMERLY MFC BANCORP LTD.)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2019, 2018 and 2017

(Canadian Dollars in Thousands, Except Share and per Share Amounts)

 

   Notes   2019   2018   2017 
                  (Restated) 
Revenue   19   $113,267   $139,751   $274,035 
                     
Costs and expenses:                    
Costs of sales and services   19    96,561    95,209    228,357 
Selling, general and administrative   19    22,573    26,365    45,472 
Share-based compensation – selling, general and administrative   20    -    69    2,876 
Loss on settlement   19    -    5,600    - 
Finance costs        1,243    2,125    8,415 
Credit losses   19    13,398    34,985    23,923 
Reversal of impairment of hydrocarbon, resource properties and property, plant and equipment, net   13    -    (188,203)   (8,945)
Exchange differences on foreign currency transactions, net (gain) loss        (3,724)   (4,228)   12,344 
         130,051    (28,078)   312,442 
                     
(Loss) income before income taxes        (16,784)   167,829    (38,407)
Income tax (expense) recovery:                    
Income taxes   21    (482)   (56,105)   (6,885)
Resource property revenue taxes   21    (1,137)   487    (1,773)
         (1,619)   (55,618)   (8,658)
Net (loss) income for the year        (18,403)   112,211    (47,065)
Net (income) loss attributable to non-controlling interests        (150)   65    (790)
Net (loss) income attributable to owners of the parent company       $(18,553)  $112,276   $(47,855)
                     
(Loss) earnings per share:                    
Basic   22   $(1.48)  $8.96   $(3.81)
Diluted   22   $(1.48)  $8.96   $(3.81)
                     
Weighted average number of common shares outstanding                    
– Basic        12,543,271    12,534,801    12,544,141 
– Diluted        12,543,271    12,534,801    12,544,141 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

54

 

 

SCULLY ROYALTY LTD.
(FORMERLY MFC BANCORP LTD.)

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Years Ended December 31, 2019, 2018 and 2017

(Canadian Dollars in Thousands)

 

   2019   2018   2017 
Net (loss) income for the year  $(18,403)  $112,211   $(47,065)
Other comprehensive (loss) income, net of income taxes:                
 Items that will be reclassified subsequently to profit or loss                
Exchange differences arising from translating financial statements
of foreign operations
   (13,197)   2,440    7,002 
Reclassification adjustment for exchange differences to
statements of operations for subsidiaries deconsolidated (see Note 19)
   (1,758)   672    (11,306)
Net exchange difference   (14,955)   3,112    (4,304)
                
Fair value gain on available-for-sale securities   -    -    542 
Reclassification of fair value gain on available-for-sale               
securities to statements of operations for securities disposed of or impaired   -    -    (52)
Net fair value gain on available-for-sale securities   -    -    490 
                
Fair value loss on securities at fair value through other comprehensive income   (70)   (75)   - 
Reclassification of reversal of impairment charge to statement of operations   66    (3)   - 
Net fair value loss on securities at fair value through other comprehensive income   (4)   (78)   - 
                
Items that will not be reclassified subsequently to profit or loss               
Remeasurement of net defined benefit liabilities   -    -    219 
    (14,959)   3,034    (3,595)
Total comprehensive (loss) income for the year   (33,362)   115,245    (50,660)
Comprehensive loss (income) attributable to non-controlling interests   138    (277)   (683)
Comprehensive (loss) income attributable to owners of the parent company  $(33,224)  $114,968   $(51,343)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

55

 

 

SCULLY ROYALTY LTD.

(FORMERLY MFC BANCORP LTD.)

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2019, 2018 and 2017

(Canadian Dollars in Thousands)

 

  

Capital Stock  and
Additional Paid-In Capital

   Treasury Stock   Contributed Surplus      

Accumulated Other

Comprehensive Income (Loss)

             
   Number
of Shares
   Amount   Number
of Shares
   Amount   Share-based Compensation   Contingently
Issuable
Shares
   Accumulated
(Deficit)
Retained
Earnings
  

Available-

for-sale Securities

  

Securities at Fair
Value Through Other
Comprehensive

Income

   Defined Benefit
Obligations
   Currency
Translation
Adjustment
  

Share-
holders'

Equity  

  

Non-
controlling

  Interests  

   Total
Equity
 
Balance at January 1, 2017   17,315,673   $419,916    (4,687,218)  $(61,085)  $13,790   $1,627   $(88,920)  $(29)  $-   $(307)  $42,528   $327,520   $1,910   $329,430 
                                                                       
Repurchase and cancellation of shares and cancellation of shares and equity instruments   (90,000)   (2,856)   -    -    -    (1,627)   3,165    -    -    -    -    (1,318)   -    (1,318)
Plan of arrangement – purchase of fractional shares   (3,654)   (41)   -    -    -    -    -    -    -    -    -    (41)   -    (41)
Plan of arrangement – cash distributions   -    (2)   -    -    -    -    -    -    -    -    -    (2)   -    (2)
Plan of arrangement – offsetting deficit   -    (87,850)   -    -    -    -    87,850    -    -    -    -    -    -    - 
Plan of arrangement – share capital restructuring   (4,621,571)   (17,019)   4,621,571    58,442    -    -    (41,423)   -    -    -    -    -    -    - 
Shares issued to non-controlling interests, net of subscription receivables   -    -    -    -    -    -    -    -    -    -    -    -    1,177    1,177 
Net (loss) income   -    -    -    -    -    -    (47,855)   -    -    -    -    (47,855)   790    (47,065)
Dividends paid   -    -    -    -    -    -    -    -    -    -    -    -    (1,601)   (1,601)
Share based compensation   -    -    -    -    2,876    -    -    -    -    -    -    2,876    -    2,876 
Net fair value gain   -    -    -    -    -    -    -    490    -    -    -    490    -    490 
Net gain on remeasurements   -    -    -    -    -    -    -    -    -    219    -    219    -    219 
Dispositions of subsidiaries   -    -    -    -    -    -    -    -