20-F 1 tm214086d1_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, 2020

 

Commission file number 001-04192

 

 

 

(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, 2020.

 

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 whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

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

 

 

 

 

 

 

 

 

DEAR FELLOW SHAREHOLDERS,

 

Today, we announced that we have filed our annual report on form 20-F with the Securities and Exchange Commission, and are providing a corporate update and announcing actions seeking to maximize shareholder value.

 

UPDATE ON THE SCULLY MINE

 

The most valuable asset that the Company owns is its net revenues royalty interest in the Scully iron ore mine located in the Province of Newfoundland and Labrador, Canada. The royalty rate under this interest is 7.0% on iron ore shipped from the mine and 4.2% on iron ore shipped from tailings and other disposed materials, with a minimum payment of C$3.25 million per annum.

 

In 2017, a new operator acquired the Scully mine and has disclosed that it has since achieved a number of milestones, including completing a US$276 million financing and commencing operations at the mine in 2019. The Scully mine has a capacity of 6 million tonnes per annum and produces a premium iron ore product, with Fe content in excess of 65%.

 

Iron ore is primarily used to make steel, which is considered to be a critical commodity for global economic development. As such, the demand and consequently the pricing of iron ore are largely dependent upon the raw material requirements of integrated steel producers. Demand for blast furnace steel is in turn cyclical in nature and is influenced by, among other things, the level of global economic activity.

 

The operator of the mine has disclosed the Scully iron ore mine produces a high-grade ore in excess of 65% iron content that also has other favorable characteristics, such as relatively low contaminant ratios. Globally, steelmakers value high grade iron ore with low contaminants (such as silica, alumina, and phosphorus) because they improve environmental and financial performance through more efficient raw material utilization, higher plant yields, and lower emissions. Therefore, it is common and generally expected for 65% Fe iron ore, including the Scully iron ore mine's product, to sell at a premium to 62% Fe iron ore. In 2020, the Platts 65% Fe index price was at an approximately 12% (US$13) premium to the Platts 62% Fe Index price.

  i 

 

 

 

The Scully Iron Ore Mine

 

We are encouraged by the development of iron ore pricing and the production ramp up of the mine to date. The following is a three-year price chart of 62% iron ore.

 

 

  ii 

 

 

The following table sets forth total iron ore products shipped (which include pellets, chips and concentrates by the Scully mine operator in 2019 and 2020:

 

   H1   H2   Full Year 
(in thousands of tonnes)
2019   -    954,579    954,579 
2020   1,459,162    1,539,492    2,998,654 

  

CASH DIVIDEND POLICY

 

As a result of the positive developments at the Scully iron ore mine, going forward, the Company has determined to focus its efforts on enhancing shareholder value and maximizing earnings and dividends to its shareholders based upon its iron ore royalty interest. Aligned with this focus, the Company is pleased to announce that its board of directors has taken the first step by approving a policy for future cash dividends.

 

While no dividends have been declared or determined to date, the dividend policy is intended to maximize potential future dividends payable to holders of common shares. after consideration of the Company's financial position, operating results, ongoing working capital requirements and other factors.

 

Any cash dividend payment will be made in accordance with regulatory requirements after the approval of our Board of Directors. Subject to board approval and dependent on the Company's results, financial position and other factors the Company currently expects that the first dividend payment under its Cash Dividend Policy to be made in the second half of 2021.

 

STOCK DIVIDENDS AND LIQUIDITY OF OUR COMMON SHARES

 

It has been and remains our goal and initiative to structure the group in a way that substantially eliminates the discount between the market price of our common shares and our stated net book value per share. For example, we believe that the value of our royalty interest in the Scully iron ore mine is not properly reflected in the price of our common shares. We believe that one of the reasons for this discrepancy is our complex group structure and diverse portfolio of assets with different economics, capital requirements, and growth prospects. One of the major obstacles for achieving this goal is the very limited liquidity in our common shares. This trading profile restricts many investors from acquiring shareholdings, as the illiquidity of our stock does not qualify us for institutional ownership.

 

C$ '000s, except share and per share amounts  12/31/20 
Current assets   129,211 
Non-current assets   379,914 
Current liabilities   16,137 
Non-current liabilities   124,264 
Shareholders' equity   361,544 
      
Shares outstanding ('000s)   12,555 
Book value per share (C$)   28.80 
Book value per share (US$)   22.62 
Market price per share (US$; 04/27/21 closing price)   9.35 
Price / Book   41.34%

 

To help address this issue of illiquidity with our common shares, our Board of Directors has approved two stock dividends which will increase the number of shares outstanding without diluting any individual shareholder position. The goal of these stock dividends is to improve shareholder value and liquidity and make our common shares more accessible to a broader base of investors. The details of the tax free stock dividends are:

 

-a 9% stock dividend will be distributed on May 31, 2021, to shareholders of record as at May 14, 2021, where such holders will receive 9 common shares for every 100 common share held on the record date; and

 

  iii 

 

 

-an 8% stock dividend will be distributed on November 30, 2021, to shareholders of record as at November 15, 2021, where such holders will receive 8 common shares for every 100 common share held on the record date.

 

The above stock dividends are subject to receipt of any requisite stock exchange approvals.

 

DISCONTINUED OPERATIONS

 

To support the Company's core focus, the other two of our operating segments – Industrial and Merchant Banking will be classified as discontinued operations in our 2021 financial statements.

 

As a result of the discontinued operations accounting, beginning with our 2021 half-year financial results, our balance sheet will present the assets and liabilities of Industrial and Merchant Banking as assets held for sale, and liabilities associated with assets held for sale, respectively. Management is committed to a plan to rationalize these interests. As a result, all financial results of these two segments will be consolidated into one line on our income statement, being "Income (loss) from discontinued operations". This will result in our financial statements to be materially focused on our core royalty asset going forward.

 

December 31, 2020 (C$ '000s, except share and per share amounts)  Royalty   Industrial   Merchant Banking   All Other   Consolidated SRL 
Assets   226,645    153,240    107,440    21,800    509,125 
Liabilities and non-controlling interests   53,519    43,418    49,844    800    147,581 
Equity   173,126    109,822    57,596    21,000    361,544 
                          
Revenue from external customers   31,360    17,666    10,406    0    59,432 
Income (loss) before income taxes   25,293    (1,229)   832    (13,717)   11,179 
                          
Equity per Share (C$)   13.79    8.75    4.59    1.67    28.80 
Shares Outstanding (in '000s)   12,555    12,555    12,555    12,555    12,555 

 

 

 

Our discontinued operations have not produced returns commensurate to that of our royalty interest, and our board of directors believes that these actions provide compelling benefits to our shareholders and to all aspects and business segments of the Company. It simplifies the Company's corporate structure by separating its non-strategic assets and allows the independent business lines to focus on pursuing and operating their respective businesses.

 

  iv 

 

 

Industrial

 

Our Industrial segment includes multiple projects in resources and services around the globe. It seeks opportunities to benefit from long-term industrial and services assets, with a focus on East Asia. This segment makes proprietary investments as part of its overall activities and we seek to realize gains on such investments over time. 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. This segment also holds various production and processing assets, including production and processing assets.

 

The book value of our Industrial segment was C$109.8 million, or C$8.75 per share, as at December 31, 2020.

 

Merchant Banking

 

Our Merchant Banking segment comprises regulated merchant banking with a focus on Europe and the Americas. We own Merkanti Bank Limited, a licensed bank in Europe, which does not engage in general retail, commercial banking or any universal banking operations, 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.

 

The book value of our Merchant Banking segment was C$57.6 million, or C$4.59 per share as at December 31, 2020.

 

DISPUTE WITH EUROPEAN BANK

 

As previously disclosed, in the second half of 2019, a European Bank made an application in the Cayman Islands on an ex parte basis (without any prior notice to, or participation by the Company), and was ultimately granted a temporary order which, among other things, restricts the Company from selling or disposing of certain shares in subsidiaries and other assets, without certain conditions or approvals being met.

 

This order is not a monetary judgement. The Company has appealed this order and currently expects the appeal may be heard in the second half of 2021.

 

The underlying dispute between the Company and the European Bank, which focuses its business in the CEE countries (including the Balkans and Russia), is related to an alleged guarantee of the former parent of the Group in the amount of approximately EUR 43 million. The Company disputes the validity of, and any liability under, this alleged guarantee and has received legal opinions that the alleged guarantee is invalid. The Company also has filed a counterclaim against the European Bank in excess of their claims. It is difficult to predict how long this matter will take to get to trial, though we believe it is unlikely that this dispute will be resolved in the near future.

 

This order has no implications on our ongoing daily businesses and our dividend policy and we do not currently expect that this dispute will ultimately result in a material impact on our financial results.

 

MANAGEMENT APPOINTMENTS

 

We are pleased to announce that our board of directors has appointed Samuel Morrow as our President and Chief Executive Officer and as a director of the Company. Mr. Morrow replaces Michael Smith as President and CEO, who will be continuing with the Company as Executive Chairman going forward.

 

Mr. Morrow is a Chartered Financial Analyst and has been our Deputy Chief Executive Officer and Chief Financial Officer since June 2017. Prior to this, he worked in various functions for the Scully Group and its subsidiaries. Prior to joining the Scully Group, Mr. Morrow was 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 State.

 

  v 

 

 

EQUITY INCENTIVE PLAN

 

The Company's 2017 Equity Incentive Plan promotes the creation of shareholder value by attracting and retaining key employees and directors, encouraging them to focus on the critical long-term objectives of the Company and aligning their interests with shareholders through increased share ownership. As at December 31, 2020, 426,000 option awards were outstanding and 129,403 future awards were available under the 2017 Equity Incentive Plan.

 

The Company's Board of Directors and Compensation Committee have approved an amendment to the 2017 Equity Incentive Plan to increase the total number of shares available for issuance by 1,326,591 shares. Our shareholders will be asked to approve these amendments at our annual meeting in 2021. Our Compensation Committee and board of directors also approved grants of stock options entitling the holders thereof to acquire up to 1,307,000 Common Shares of the Company, which options will have a term of 10 years, be granted effective on the second business day after the date of our Annual Report on Form 20-F for the year ended December 31, 2020 and have an exercise price equal to the closing price of our Common Shares on such date. Vesting of these Awards is subject to ratification of the amendments to the Incentive Plan at the next annual meeting of our shareholders in 2021.

 

MANAGEMENT COMMENTARY

 

Michael Smith, Executive Chairman of the Company, commented, "We are very pleased about the actions and appointment announced today, which we believe will best position the Company to maximize value for our shareholders as we move forward."

 

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 our entire annual report on form 20-F, which includes our audited financial statements and management's discussion and analysis, for the fiscal year ended December 31, 2020, 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

 

  vi 

 

 

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 17
D. Property, Plants and Equipment 17
ITEM 4A:  UNRESOLVED STAFF COMMENTS 19
ITEM 5:  OPERATING AND FINANCIAL REVIEW AND PROSPECTS 19
General 19
Results of Operations 20
Liquidity and Capital Resources 24
Application of Critical Accounting Policies 29
New Standards and Interpretations Not Yet Adopted 33
Trend Information 34
Off-Balance Sheet Arrangements 34
Safe Harbor 34
ITEM 6:  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 34
A. Directors and Senior Management 34
B. Compensation 36
C. Board Practices 37
D. Employees 38
E. Share Ownership 39
ITEM 7:  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 40
A. Major Shareholders 40
B. Related Party Transactions 41
C. Interests of Experts and Counsel 41
ITEM 8:  FINANCIAL INFORMATION 42
A. Consolidated Statements and Other Financial Information 42
B. Significant Changes 42
ITEM 9:  THE OFFER AND LISTING 43
A. Offer and Listing Details 43
B. Plan of Distribution 43
C. Markets 43
D. Selling Shareholders 43
E. Dilution 43
F. Expenses of the Issue 43
ITEM 10:  ADDITIONAL INFORMATION 43
A. Share Capital 43
B. Memorandum and Articles of Association 43
C. Material Contracts 46
D. Exchange Controls 46
E. Taxation 46

 

(i)

 

 

F. Dividends and Paying Agents 50
G. Statement by Experts 50
H. Documents on Display 50
I. Subsidiary Information 50
ITEM 11:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 50
ITEM 12:  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 50
PART II 51
ITEM 13:  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 51
ITEM 14:  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 51
ITEM 15:  CONTROLS AND PROCEDURES 51
ITEM 16:  [RESERVED] 52
ITEM 16A:  AUDIT COMMITTEE FINANCIAL EXPERT 52
ITEM 16B:  CODE OF ETHICS 52
ITEM 16C:  PRINCIPAL ACCOUNTANT FEES AND SERVICES 52
ITEM 16D:  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 53
ITEM 16E:  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 53
ITEM 16F:  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 53
ITEM 16G:  CORPORATE GOVERNANCE 53
ITEM 16H:  MINE SAFETY DISCLOSURE 54
ITEM 17:  FINANCIAL STATEMENTS 54
ITEM 18:  FINANCIAL STATEMENTS 55
ITEM 19:  EXHIBITS 121

 

(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 heading 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,
   2020  2019  2018  2017  2016
         ($/US$)      
End of period  1.2732  1.2988  1.3642  1.2545  1.3427
High for period  1.2718  1.2988  1.2288  1.2128  1.2544
Low for period  1.4496  1.3600  1.3642  1.3743  1.4589
Average for period  1.3415  1.3269  1.2957  1.2986  1.3248
         ($/€)      
End of period  1.5608  1.4583  1.5613  1.5052  1.4169
High for period  1.4282  1.4438  1.4791  1.3848  1.3875
Low for period  1.5851  1.5441  1.5330  1.5330  1.5928
Average for period  1.5298  1.4856  1.5302  1.4651  1.4660

 

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  
         ($/US$)     
March 2021    1.2455      1.2668  
February 2021    1.2530      1.2828  
January 2021    1.2627      1.2810  
December 2020    1.2718      1.2952  
November 2020    1.2965      1.3257  
October 2020    1.3122      1.3349  
         ($/€)     
March 2021    1.4759      1.5253  
February 2021    1.5234      1.5487  
January 2021    1.5319      1.5641  
December 2020    1.5442      1.5730  
November 2020    1.5357      1.5548  
October 2020    1.5432      1.5637  

 

On April 29, 2021, the average daily rate of exchange for the translation of United States dollars and Euros to Canadian dollars were US$1.00 = $1.2292 and €1.00 = $1.4897, 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, 2020. 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)

 

   2020   2019   2018   2017   2016  
Revenue  $59,432   $113,267   $139,751   $274,035   $1,131,657  
Net income (loss) for the year   212    (18,403)   112,211    (47,065)   (23,720 )
Net income (loss) attributable to owners of the parent company   369    (18,553)   112,276    (47,855)   (25,361 )
Net income (loss) per share:                          
  Basic   0.03    (1.48)   8.96    (3.81)   (2.01 )
  Diluted   0.03    (1.48)   8.96    (3.81)   (2.01 )
Total assets   509,125    503,349    506,913    396,947    650,338  
Net assets   368,724    362,014    394,406    279,949    329,430  
Long-term debt, less current portion   -    -    -    -    80,564  
Bonds payable, long-term   38,053    35,418    -    -    -  
Loan payable, long-term   5,223    4,769    3,981    -    -  
Shareholders' equity   361,544    353,612    386,376    277,780    327,520  
Capital stock, net of treasury stock(1)   309,844    309,844    309,505    309,505    358,831  
Weighted average number of common stock outstanding, basic and diluted   12,555    12,543    12,535    12,544    12,628  
Cash dividends paid to shareholders   -    -    -    -    -  

 

 

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 of US$0.001 par value each, referred to as the "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.

 

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.

 

3 

 

 

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.

 

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The COVID19 pandemic is continuing to cause significant widespread global infections and fatalities. It has also materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place and other restrictions. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on global financial markets, including the price of iron, which is the commodity produced by the mine underlying our royalty interest.

 

As a result of the ongoing global COVID-19 pandemic, continuing outbreaks along with a spike in infections and fatalities in many countries and emergence of new strains, increased levels of volatility have continued to adversely impact the economies and global financial markets. We are unable to predict whether the resurgence in infections and fatalities or emergence of new strains may cause governments to re-impose some or all prior or new restrictive measures, including business closures. Continuing effects of the pandemic, including variants of the virus, could result in negative economic effects and significant negative impacts on the price of iron, which could have a material adverse impact on our results of operations and financial condition.

 

To date, while restrictions on travel have had some impact on pursuing business development initiatives, 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. The pandemic, including restrictive measures in response thereto could, in the future, impact the operations of the iron ore mine underlying our royalty interest or the customers of our Bank (as described therein).

 

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; its impacts on our suppliers; and the impact of the pandemic on our counterparties and their ability to carry out their obligations to us.

 

Given the dynamic nature of the pandemic and the worldwide nature of our business and operations, the duration of any business disruption and the related financial impact cannot be reasonably estimated at this time but could materially affect our business results of operations and financial condition.

 

4 

 

 

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.

 

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, 2020, other than a customer in the Royalty segment located in Canada representing approximately 53% 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 in 2020 was derived from our iron ore royalty interest. Any revenues from our royalty interest in an iron ore mine are also impacted by the price of iron ore. We also derived revenues from, from among other things, the sale of hydrocarbons, food products and other materials. 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.

 

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.

 

5 

 

 

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.

 

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.

 

6 

 

 

The operations of our banking 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 – B. Business Overview – 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.

 

In February 2020 the Cayman Islands was included in the European Council to the European Union's list of non-cooperative jurisdictions for tax purposes, referred to as the "EU Blacklist". While it was removed from such list in October 2020, the reputational damage 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.

 

In February 2020, the Cayman Islands was added to the EU Blacklist and remained thereon until October 2020. This, along with the related reputational damage for the jurisdiction, 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 may adversely affect our business and operations.

 

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.

 

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.

 

7 

 

 

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.

 

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.

 

8 

 

 

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.

 

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.

 

9 

 

 

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.

 

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.

 

10 

 

 

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.

 

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 is 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.

 

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.

 

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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.

 

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.

 

If 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.

 

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), as amended, 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 P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 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 manufacturing, natural resources and medical supplies and services.

 

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We hold a net revenues royalty interest in the Scully iron ore mine located in the Province of Newfoundland and Labrador, Canada. The royalty rate under this interest is 7.0% on iron ore shipped from the mine and 4.2% on iron ore shipped from tailings and other disposed materials. The new operator of the mine commenced mining operations in 2019. See "- B. Business Segments – Royalty" and "– D. Property, Plants and Equipment".

 

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

 

Scully Iron Ore Mine Ramp Up

 

In 2020, the operator of the Scully iron ore mine in the Province of Newfoundland and Labrador, Canada, continued its ramp-up of operations at the mine. As a result of such increased operations, our royalty revenues in 2020 were $31.4 million, compared to $5.7 million in 2019. See "– Business Segments".

 

Management Appointment

 

On the date hereof, we announced that Samuel Morrow will be appointed as our President and Chief Executive Officer and as a director, effective May 1, 2021. Mr. Morrow replaces Michael Smith who will continue as a director and as our Executive Chairman.

 

Cash Dividend Policy

 

On April 30, 2021, we announced that our board of directors approved a cash dividend policy, which is intended to maximize potential future dividends to holders of our Common Shares. While no dividends have been declared or determined to date, based upon a review of our financial position, operating results, ongoing working capital requirements and other factors, our board of directors may from time to time and if deemed advisable by it, declare and pay cash dividends to holders. 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.

 

Stock Dividend

 

On April 30, 2021, we announced that our board of directors has approved the following stock dividends that will be distributed to holders of our Common Shares:

 

·

a 9% stock dividend will be distributed on May 31, 2021, to shareholders of record as at May 14, 2021, where such holders will receive 9 Common Shares for every 100 Common Shares held on the record date; and

·an 8% stock dividend will be distributed on November 30, 2021, to shareholders of record as at November 15, 2021, where such holders will receive 8 Common Shares for every 100 Common Shares held on the record date.

 

The above stock dividends are subject to receipt of any requisite stock exchange approvals. No fractional shares will be issued by us in connection with such stock dividends.

 

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Discontinued Operations

 

As we have determined to focus on our royalty interest, commencing in 2021, we have determined to classify our Industrial and Merchant Banking operating segments as discontinued operations. As a result, we expect that commencing with our financial reports for the six months ended June 30, 2021, we will reflect the assets and liabilities associated with such segments as assets held for sale and the results of operations from such segments will be reflected as discontinued operations.

 

Change of Auditor

 

Effective December 21, 2020, Smythe LLP was appointed our auditor. Smythe LLP is a chartered professional accounting firm based in British Columbia, Canada, with over 200 staff and partners and more than 40 years of history. Smythe LLP is part of Allinial Global, an association of legally independent accounting and consulting firms with connections in 13 major countries around the world. See "Item 16F: Change in Registrant's Certifying Accountant".

 

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 have three separate and independently managed operating subgroups under our corporate umbrella and our operating results are currently categorized into the following operating segments: (i) Royalty, which includes our iron ore royalty interest; (ii) Industrial, which includes multiple projects in resources and services; (iii) Merchant Banking, which comprises regulated merchant banking; 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.

 

Royalty

 

We hold a net revenues royalty interest in the Scully iron ore mine located in the Province of Newfoundland and Labrador, Canada. The royalty rate under this interest is 7.0% on iron ore shipped from the mine and 4.2% on iron ore shipped from tailings and other disposed materials. In 2020, approximately 53% of our revenues were derived from such royalty interest. As at December 31, 2020, its total assets were $226.6 million, of which $211.4 million was represented by our interest in the underlying iron ore mine. Please see Note 13 to our audited consolidated financial statements for the year ended December 31, 2020 for further information.

 

We hold the royalty interest pursuant to a mining sub-lease upon which the Scully iron ore mine is situated. 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. 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.

 

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" for further information regarding this interest.

 

Industrial

 

Our Industrial 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.

 

The Industrial segment includes our hydrocarbon assets located in Alberta, Canada, which generated 13% of our revenues in 2020. No customer in the Industrial segment represented 10% or more of our revenue in 2020, though a customer of a former subsidiary located in Slovakia represented approximately 13% and 16%, respectively, of our revenue in 2019 and 2018.

 

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Other production and processing assets in this segment include, a hydro-electric power plant located in Africa.

 

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.

 

Merchant Banking

 

Our Merchant Banking segment consists of a subsidiary with its bonds listed on the Malta Stock Exchange and comprises regulated merchant banking 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. Generally, the Bank earns fees from provisions of a range of financial and consultancy services to the customers and investment income.

 

In addition, we hold interests in two industrial real estate parks in Europe for sale in the ordinary course of business or as investment property.

 

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 or North American regulated banks, in our finance and fee-generating activities. Such competition may have the effect of reducing spreads on our financing activities.

 

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.

 

The operator of the mine that is the subject to our iron ore royalty interest must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, provincial and local governments in Canada. Although we, as a royalty owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operator to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

 

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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 $14.1 million as at December 31, 2020.

 

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, the Central Bank of Malta and the Financial Intelligence Analysis Unit and indirect supervision by the European Central Bank. There are various regulations and guidelines that the Bank needs to adhere to but the most noticeable ones relate to capital requirements, liquidity and the funding and the Anti-Money Laundering and Anti-Terrorist Financing. As a Maltese credit institution, the Bank is subject to the Capital Requirements Directive and Regulatory Frameworks, referred to as the "CRD IV and CRR 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 and CRR 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. This will be amended with the introduction of the CRD V and CRR II Framework, as "large exposures" will be computed on Tier 1 Capital which does not include all the components of the full statutory capital base. 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%. The CRD V and CRR II determine that the minimum Net Stable Funding Ratio referred to "NSFR" requirement is that of 100%. Unlike the LCR, the NSFR is a liquidity standard requiring the Bank to hold enough stable funding to cover the duration of its long-term assets.

 

We hold a portion of our cash 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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C. Organizational Structure

 

The following table describes our material subsidiaries as at December 31, 2020, 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       99.96 %
1178936 B.C. Ltd.   Canada       100 %
Merkanti (A) International Ltd.   Malta       99.96 %
Merkanti (D) International Ltd.   Malta       99.96 %

 

 

Note:

(1)  Our proportional voting interests are identical to our proportional beneficial interests, except that we hold a 99.68% 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, 2020 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 a net revenues royalty interest in the Scully iron ore mine located in the Province of Newfoundland and Labrador, Canada. The royalty rate under this interest is 7.0% on iron ore shipped from the mine and 4.2% on iron ore shipped from tailings and other disposed materials. 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 royalty is payable pursuant to a mining sub-lease related to the lands on which the mine is situated. This lease commenced in 1956 and expires in 2055.

 

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.

 

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.

 

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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.

 

Iron ore is primarily used to make steel, which is considered to be a critical commodity for global economic development. As such, the demand and consequently the pricing of iron ore are dependent upon the raw material requirements of integrated steel producers. Demand for blast furnace steel is in turn cyclical in nature and is influenced by, among other things, the level of global economic activity.

 

The Scully iron ore mine produces a high-grade ore in excess of 65% iron content that also has other favorable characteristics, such as relatively low contaminant ratios. Globally, steelmakers value high grade iron ore with low contaminants (such as silica, alumina, and phosphorus) because they improve environmental and financial performance through more efficient raw material utilization, higher plant yields, and lower emissions. Therefore, it is common and generally expected for 65% Fe iron ore, including the Scully iron ore mine's product, to sell at a premium to 62% Fe iron ore. In 2020, the Platts 65% Fe index sold at approximately a 12% (US$13) premium to the Platts 62% Fe Index.

 

The following table sets forth the total iron ore products (which include pellets, chips and concentrates) shipped from the mine based upon the amounts reported to us by the Scully mine operator in 2019 and 2020:

 

    H1  H2  Full Year 
          (in thousands of tonnes)     
2019    -   954,579   954,579 
2020    1,459,162   1,539,492   2,998,654 

 

As at December 31, 2020, we had hydrocarbon interests located in west central Alberta, Canada comprised of approximately 93 producing and 62 non-producing natural gas wells and approximately 10 producing and 9 non-producing oil wells and an average 74% working interest in approximately 67,564 gross acres of land.

 

Such hydrocarbon activities produce natural gas, natural gas liquids ("NGLs") and oil. Our natural gas production is sold to creditworthy counterparties under contracts at AECO Daily Index prices and is transported through regulated pipelines in the Province of Alberta at tariffs that require either Provincial or Federal regulatory approval. NGLs are re-priced on an annual basis reflecting purchaser monthly pool prices or are based on U.S. market hub locations with a basis differential. Our crude oil sales are priced at market using the Edmonton market hub as a benchmark and are typically made through 30-day evergreen contracts. NGLs and crude oil are transported to the point of sale to creditworthy counterparties using a combination of pipelines and trucking services. Sales are with customers in the oil and gas industry and are subject to normal industry credit risks.

 

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.

 

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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, 2020, 2019 and 2018 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. 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.

 

We hold an interest in a mining sub-lease of the lands upon which the Scully iron ore mine is situated in the Province of Newfoundland and Labrador, Canada. The sub-lease commenced in 1956 and expires in 2055. Pursuant to this sub-lease, we hold a 7.0% net revenues royalty interest on iron ore shipped from the mine and a 4.2% net revenues royalty interest on iron ore shipped from tailings and other disposed materials. The new operator of the mine commenced mining operations in 2019. Under the terms of the sub-lease, we are entitled to quarterly minimum royalty payments of $3.25 million per year, which quarterly payments may be credited towards earned royalties relating to the same calendar year.

 

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.

 

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.

 

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.

 

In 2020, the demand for iron ore fell in almost every jurisdiction outside of China, while China, the largest consumer of iron ore, increased steel production by 5%. During the year, the 65% Fe iron ore price, as reported by Platts, increased from an average US$106 per tonne in January to an average of US$168 per tonne in December. The iron ore outlook currently remains positive as steel production outside of China is expected to revert to pre-COVID-19 levels, China's domestic steel production profile appears to remain strong and governments around the world seek to approve infrastructure projects which are expected to drive additional demand for steel.

 

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, 2020, the Canadian dollar had weakened by 6.6% against the Euro from the end of 2019. We recognized a $7.2 million currency translation adjustment gain, before reclassification adjustment for exchange difference to profit or loss for subsidiaries deconsolidated, in other comprehensive income within equity in 2020, compared to a currency translation adjustment loss in other comprehensive loss within equity of $13.2 million in 2019. In addition, we recognized net losses of $2.7 million on exchange differences on foreign currency transactions in our consolidated statement of operations in 2020, compared to net gains of $3.7 million on exchange differences on foreign currency transactions in our consolidated statement of operations in 2019.

 

19

 

 

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The COVID19 pandemic has materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place and other restrictions. To date, we have not experienced a significant impact on our operations as a result of the current COVID-19 pandemic, though the inability to travel effectively has somewhat impacted certain business development initiatives. See "Item 3: Key Information – D. Risk Factors".

 

Results of Operations

 

The following table sets forth certain selected operating results and other financial information for each of the years ended December 31, 2020, 2019 and 2018:

 

   Years Ended December 31, 
   2020   2019   2018 
             
   (In thousands, except per share amounts) 
Revenue  $59,432   $113,267   $139,751 
Costs and other   26,870    96,561    95,209 
Selling, general and administrative expenses   19,901    22,573    26,365 
Share-based compensation – selling, general and administrative   -    -    69 
Loss on settlement   -    -    5,600 
Finance costs   1,881    1,243    2,125 
(Reversal of) credit losses(1)   (3,108)   13,398    34,985 
Reversal of impairment of resource properties   -    -    (188,203)
Net income (loss) (2)   369    (18,553)   112,276 
Earnings (loss) per share – basic and diluted   0.03    (1.48)   8.96 

 

 

Notes: 

(1)Such credit losses primarily related to former businesses and did not relate to our Bank operations.
(2)Attributable to the owners of the parent company.

 

The following table provides a breakdown of revenue for each of the years ended December 31, 2020, 2019 and 2018:

 

   Years Ended December 31, 
   2020   2019   2018 
       (In thousands)     
Royalty, goods and products and services  $48,441   $101,013   $124,059 
Interest   531    1,057    676 
Dividends   -    -    168 
Gain on securities, net   758    931    3,856 
Other, including medical and real estate sectors   9,702    10,266    10,992 
  Revenue  $59,432   $113,267   $139,751 

 

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

 

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

 

   Years Ended December 31, 
   2020   2019 
         
  (In thousands) 
Revenue:    
Royalty  $31,360   $5,496 
Industrial   17,666    100,184 
Merchant Banking   10,406    7,565 
All Other   -    22 
   $59,432   $113,267 

 

In 2020, 81% of our revenues were from the Americas, 12% was from Europe and 7% were from Asia and other regions. In 2019, 17% of our revenues were from the Americas, 77% was from Europe and 6% were from Asia and other regions.

 

20

 

 

In 2020, our proportionate revenue by product was 67% from our iron ore royalty, 16% from hydrocarbons, 10% from food products and 7% from electricity and power. In 2019, our proportionate revenue by product was 6% from our iron ore royalty, 8% from hydrocarbons, 3% from food products, 3% from electricity and power and 80% from metals processing.

 

In the third quarter of 2019, we disposed of certain non-core subsidiaries in Europe which processed different metals. The metal product lines disposed of, which processed aluminium and zinc alloys in Europe, each represented approximately 1% of our consolidated total assets, less than 1% of our consolidated net assets at the time of disposition and $81.8 million of our revenue in 2019. We determined to dispose of these product lines as a result of our board of directors' determination to streamline our operations. During 2019, we recognised a net gain of $0.5 million on the dispositions of subsidiaries before reclassification adjustment for the exchange differences upon disposition of subsidiaries, which represented consideration received plus the underlying net liabilities of the subsidiaries at the times of their dispositions. The dispositions of these subsidiaries in 2019 significantly reduced our revenues and costs and expenses in 2020.

 

Based upon the average exchange rates for 2020, the Canadian dollar weakened by approximately 2.9% in value against the Euro compared to the average exchange rates for 2019.

 

Revenue for 2020 decreased to $59.4 million from $113.3 million in 2019, as a result of the disposition of metal product lines (which contributed total revenue of $81.8 million in 2019), partially offset by increased revenue as a result of the commencement of operations at the Scully iron ore mine in 2019 and increased production at the mine in 2020. A customer in the Royalty segment located in Canada represented approximately 53% and 5%, respectively, and a customer of a former subsidiary in the Industrial segment located in Slovakia represented approximately nil% and 13%, respectively, of our revenue for the years ended December 31, 2020 and 2019.

 

Revenue for our Royalty segment for 2020 increased to $31.4 million from $5.5 million in 2019 as a result of the start-up and ongoing ramp-up of operations at the Scully iron ore mine in the second half of 2019 and through 2020.

 

Revenue for our Industrial segment for 2020 decreased to $17.7 million from $100.2 million in 2019, as a result of the disposition of metal product lines in the second half of 2019. The dispositions of these subsidiaries in 2019 significantly reduced our revenues and costs and expenses in 2020.

 

Revenue for our Merchant Banking segment for 2020 increased to $10.4 million from $7.6 million in 2019, primarily as a result of additional merchant banking activities.

 

Revenue for our All Other segment was $nil in 2020 and $22,000 in 2019.

 

Costs and other, which comprises costs of sales and services and others, decreased to $26.9 million during 2020 from $96.6 million in 2019 as a result of the disposition of our non-core metal product lines in the second half of 2019. The following is a breakdown of our costs and other for each of the years indicated:

 

   Years Ended December 31, 
   2020   2019 
         
   (In thousands) 
Royalty, goods and products and services  $22,102   $95,189 
Market value increase on commodity inventories   -    (160)
Write-down of inventories   469    1,822 
Gain on derivative contracts, net   -    (122)
Fair value gain on investment property, net of write-down of real estate for sale   (757)   (3,122)(1)
Loss (gain) on dispositions of subsidiaries, net(2)   546    (2,243)
Gains on settlements and derecognition of liabilities   (2,600)   (1,168)
Changes in fair value of a loan payable measured at FVTPL   549    979 
Other, including medical and real estate sectors   6,561    5,386(1)
  Total costs and other  $26,870   $96,561 

 

 

Note: 

(1)      Certain comparative amounts in prior period have been reclassified to conform with the current period's presentation.

(2)      Please see Note 19 to our audited consolidated financial statements for the year ended December 31, 2020 for further information.

 

We recognized a gain on settlements and derecognition of liabilities of $2.6 million in 2020, compared to $1.2 million in the prior year.

 

We recognized a fair value gain on investment property, net of write-down of real estate for sale of $0.8 million in 2020, compared to $3.1 million in 2019.

 

21

 

 

We recognized a net loss on dispositions of subsidiaries of $0.5 million in 2020, compared to a net gain on dispositions of subsidiaries of $2.2 million in 2019. Net gain or loss on dispositions of subsidiaries 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. The subsidiaries disposed in 2020 comprised non-operating entities, which will not have an impact on our operations going forward.

 

We recognized a write-down of inventories of $0.5 million in 2020, compared to $1.8 million in 2019.

 

We also recognized $6.6 million of other costs relating to medical and real estate sectors in 2020, compared to $5.4 million in 2019.

 

Selling, general and administrative expenses decreased to $19.9 million in 2020 from $22.6 million in 2019 primarily as a result of the deconsolidation of former subsidiaries, offset by increased legal costs.

 

In 2020, we recognized a reversal of credit losses on loans and receivables and guarantees of $3.1 million primarily resulting from the reversal of a credit loss of $3.2 million, which was initially recognised in 2019 as a result of the calling of certain guarantees. 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. 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, 2020 for further information.

 

In 2020, finance costs increased to $1.9 million from $1.2 million in 2019, primarily as a result of the issuance of public bonds listed on the Malta Stock exchange in the second half of 2019.

 

In 2020, we recognized a net foreign currency transaction loss of $2.7 million compared to a net foreign currency transaction gain of $3.7 million in 2019, in our consolidated statement of operations. The foreign currency transaction loss 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 $4.9 million in 2020, compared to $0.5 million in 2019. The increase in the income tax expense in 2020 was primarily the result of increased income before income taxes. Excluding resource revenue taxes, we did not pay any income tax in cash during 2020 and, in 2019, our income tax paid in cash was $0.1 million. We also recognized a resource revenue tax expense of $6.1 million in 2020 compared to $1.1 million in 2019.

 

Overall, we recognized an income tax expense of $11.0 million (income tax expense of $4.9 million and resource revenue tax expense of $6.1 million) in 2020, compared to $1.6 million (income tax expense of $0.5 million and resource revenue tax expense of $1.1 million) in 2019.

 

In 2020, our net income attributable to shareholders was $0.4 million, or $0.03 per share on a basic and diluted basis, compared to net loss attributable to shareholders of $18.6 million, or $1.48 per share on a basic and diluted basis in 2019.

 

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 
         
  (In thousands) 
Revenue:    
Royalty  $5,496   $1,732 
Industrial   100,184    131,614 
Merchant Banking   7,565    6,405 
All Other   22    - 
   $113,267   $139,751 

 

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.

 

22

 

 

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 electricity and power. 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 Industrial 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 Merchant Banking 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 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 All Other segment was $22,000 in 2019 and $nil in 2018.

 

A customer in the Royalty segment located in Canada represented approximately 5% and nil%, respectively, and a customer of a former subsidiary in the Industrial segment located in Slovakia represented approximately 13% and 16%, respectively, of our revenue for the years ended December 31, 2019 and 2018.

 

Costs and other 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.

 

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

 

   Years Ended December 31, 
   2019   2018 
         
   (In thousands) 
Royalty, goods and 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 
Fair value gain on investment property, net of write-down of real estate for sale   (3,122)(1)   - 
Gain on dispositions of subsidiaries, net(2)   (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   5,386(1)   9,188 
  Total costs and other  $96,561   $95,209 

 

 

 

Note: 

(1)      Certain comparative amounts in prior period have been reclassified to conform with the current period's presentation.

(2)      Please see Note 19 to our audited consolidated financial statements for the year ended December 31, 2020 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.

 

We recognized a fair value gain on investment property, net of write-down of real estate for sale of $3.1 million in 2019 compared to $nil in 2018.

 

We recognized a net gain on dispositions of subsidiaries of $2.2 million in 2019, compared to $25.1 million in 2018. Net gain on dispositions of subsidiaries in 2019 and 2018 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. The dispositions of these subsidiaries in 2019 would significantly reduce our revenues and costs and expenses in 2020. The subsidiaries disposed in 2018 comprised non-operating entities, which would not have an impact on our operations going forward.

 

23

 

 

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.

 

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. The long-term debt-to-equity ratio is calculated as long-term debt divided by shareholders' equity.

 

24

 

 

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

 

   December 31, 
   2020   2019 
         
   (In thousands, except ratio amounts) 
Total debt(1)  $38,053   $35,418 
Less: cash   (63,552)   (78,274)
Net debt   Not applicable    Not applicable 
Shareholders' equity   361,544    353,612 
Net debt-to-equity ratio   Not applicable    Not applicable 

 

 

Note: 

(1)Long-term debt includes bonds payable and does not include: (a) a non-interest bearing loan payable of $5.2 million as at December 31, 2020 and $4.8 million as at December 31, 2019 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, 2020 ($0.8 million as at December 31, 2019), 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, 2020 and 2019. Our net debt-to-equity ratio as at December 31, 2020 and 2019 was not applicable as we had a net cash balance.

 

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

 

   December 31, 
   2020   2019 
         
   (In thousands, except ratio amounts) 
Long-term debt, less current portion(1)  $38,053   $35,418 
Shareholders' equity   361,544    353,612 
Long-term debt-to-equity ratio   0.11    0.10 

 

 

Note: 

(1)See note in the table immediately above.

 

During 2020, our strategy, which remained unchanged from 2019, 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, 
   2020   2019   2018 
       (In thousands)     
Cash flows used in operating activities   $(21,271)  $(9,807)  $(7,191)
Cash flows provided by (used in) investing activities    3,419    (10,202)   (1,281)
Cash flows used in (provided by) financing activities    (498)   34,792    (857)
Exchange rate effect on cash    3,628    (4,269)   2,219 
(Decrease) increase in cash    (14,722)   10,514    (7,110)

 

25

 

 

Cash Flows from Operating Activities

 

Operating activities used cash of $21.3 million in 2020, compared to $9.8 million in 2019. In 2020, an increase in receivables used cash of $33.8 million compared to $0.5 million in 2019. The increase in receivables was as a result of an increased royalty receivable and receivables due from an affiliate (see " Item 7: Major Shareholders and Related Party Transactions – B. Related Party Transactions" and Note 9 to our audited consolidated financial statements for the year ended December 31, 2020 for further information). An increase in short-term securities used cash of $2.6 million in 2020, compared to $6.4 million in 2019. In 2020, an increase in account payables and accrued expenses provided cash of $0.5 million, compared to a decrease in account payables and accrued expenses using cash of $0.2 million in 2019. A decrease in inventories provided cash of $0.5 million in 2020, compared to $1.6 million in 2019. In 2020, a decrease in deposits, prepaid and other provided cash of $0.1 million, compared to an increase in deposits, prepaid and other using cash of $0.5 million in 2019.

 

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.

 

Cash Flows from Investing Activities

 

Investing activities provided cash of $3.4 million in 2020, compared to using cash of $10.2 million in 2019. In 2020, proceeds from sales of investment properties provided cash of $4.6 million, compared to $nil in 2019. An increase in a loan receivable, net and the acquisition of an indemnification asset used cash of $0.3 million and $nil, respectively in 2020, compared to $0.8 million and $6.7 million, respectively for 2019. In 2020, the dispositions of subsidiaries, net of cash disposed of, used cash of $0.9 million, compared to $1.9 million in 2019. Purchases of property, plant and equipment, net of sales, used cash of $0.2 million in 2020, compared to $0.7 million in 2019.

 

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 and $nil, respectively, for 2018. In 2019, the dispositions of subsidiaries, net of cash 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.

 

Cash Flows from Financing Activities

 

Net cash used in financing activities was $0.5 million in 2020, compared to providing cash of $34.8 million in 2019. In 2020, reductions in lease liabilities used cash of $0.5 million in 2020 compared to $0.9 million in 2019. The issuance of bonds payable (net of commissions, fees and expenses relating to the issuance thereof) provided cash of $nil in 2020, compared to $35.4 million in 2019.

 

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 bonds payable (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.

 

26

 

 

Financial Position

 

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

 

   December 31, 
   2020   2019 
   (In thousands) 
Cash  $63,552   $78,274 
Short-term securities   18,497    14,174 
Trade receivables   4,755    4,158 
Tax receivables   282    188 
Other receivables   39,518    8,104 
Inventories   1,413    2,388 
Restricted cash   175    85 
Deposits, prepaid and other   1,019    1,124 
Total current assets   129,211    108,495 
Working capital   113,074    88,606 
Total assets   509,125    503,349 
           
Account payables and accrued expenses   15,680    19,161 
Income tax liabilities   457    728 
Total current liabilities   16,137    19,889 
Bonds payable, long-term   38,053    35,418 
Loan payable, long-term   5,223    4,769 
Decommissioning obligations, long-term   14,072    15,018 
Deferred income tax liabilities   66,115    65,307 
Total liabilities   140,401    141,335 
Shareholders' equity   361,544    353,612 

 

We maintain an adequate level of liquidity, with a portion of our assets held in cash 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.

 

As at December 31, 2020, cash decreased to $63.6 million from $78.3 million as at December 31, 2019.

 

Trade receivables and other receivables were $4.8 million and $39.5 million, respectively, as at December 31, 2020, compared to $4.2 million and $8.1 million, respectively, as at December 31, 2019. Included in other receivables were receivables of $10.1 million related to our iron ore royalty interest, compared to $nil as at December 31, 2019. Other receivables included an indemnification asset of $6.8 million, a loan of $0.8 million and aggregate current account receivables of $20.8 million as at December 31, 2020 from a related party, compared to other receivables including an indemnification asset of $6.4 million, a loan of $0.8 million and $nil current account receivables 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 $1.4 million as at December 31, 2020, from $2.4 million as at December 31, 2019, primarily as a result of a write-off of inventories and the timing of shipments of finished goods.

 

Deposits, prepaid and other assets were $1.0 million as at December 31, 2020, compared to $1.1 million as at December 31, 2019.

 

We had short-term securities of $18.5 million as at December 31, 2020, compared to $14.2 million as at December 31, 2019. These mainly comprised of liquid government debt securities and other securities held by our Bank in the ordinary course of business.

 

Current tax receivables, consisting primarily of refundable value-added taxes, were $0.3 million as at December 31, 2020, compared to $0.2 million as at December 31, 2019.

 

Account payables and accrued expenses were $15.7 million as at December 31, 2020, compared to $19.2 million as at December 31, 2019. The decrease was primarily due to the settlement and derecognition of liabilities during the year.

 

We had deferred income tax liabilities of $66.1 million as at December 31, 2020, compared to $65.3 million as at December 31, 2019.

 

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We had bonds payable of $38.1 million as at December 31, 2020, compared to $35.4 million as at December 31, 2019.

 

We had a non-interest bearing loan payable, which is measured at fair value through profit or loss, of $5.2 million as at December 31, 2020, compared to $4.8 million as at December 31, 2019. 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, 2020 for further information.

 

As at December 31, 2020, we had long-term decommissioning obligations of $14.1 million relating to our hydrocarbon properties, which will be funded through cash flows from such interests over their operating lives, compared to $15.0 million as at December 31, 2019.

 

Long-Term Debt

 

As at December 31, 2020, we had long-term bonds payable of $38.1 million compared to $35.4 million as at December 31 2019. 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 of 4.41%) and secured by our investment property and real estate 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.

 

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, the United States dollar and the Hong Kong dollar.

 

In 2020, we reported a $7.2 million currency translation adjustment gain, before reclassification adjustment for exchange difference to profit or loss for subsidiaries deconsolidated, in other comprehensive income within equity. This compared to a $13.2 million currency translation adjustment loss under other comprehensive loss within equity in 2019. Net currency translation adjustment gain, after reclassification adjustment for exchange difference to profit or loss for subsidiaries deconsolidated, was $7.4 million in 2020, compared to net currency translation adjustment loss of $15.0 million in 2019. This currency translation adjustment did not affect our profit and loss statement. The gain in 2020 was primarily a result of the weakening of the Canadian dollar against the Euro from 2019.

 

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Contractual Obligations

 

The following table sets out our obligations and commitments including contractual obligations, bonds payable and loan payable held at fair value as at December 31, 2020.

 

   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  $423   $565   $268   $-   $1,256 
Bonds payable   1,561    3,122    3,122    42,142    49,947 
Loan payable(3)   -    -    -    5,223    5,223 
Total  $1,984   $3,687   $3,390   $47,365   $56,426 

 

 

 

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 $53.6 million (US$42.1 million). The payment amount disclosed here represents its fair value as at December 31, 2020. Inclusive of the undiscounted contractual amount due, total contractual obligations at December 31, 2020 are $53.6 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

 

Inflation has had a minimal impact on our costs of sales and services and selling, general administrative expenses over the last two fiscal years. Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.

 

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, 2020, 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, 2020 for further information.

 

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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 iron ore, 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, market 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 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 correct assumptions related to any of these items could materially impact these valuations.

 

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, referred to as "IAS 16".

 

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.

 

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Credit Losses and Impairment of Receivables

 

We apply credit risk assessment and valuation methods to our trade and other receivables under IFRS 9, Financial Instruments, referred to as "IFRS 9", which establishes a single forward-looking expected loss impairment model.

 

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 that is measured at amortized cost or at FVTOCI 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.

 

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 iron ore royalty interest, and to a lesser extent, hydrocarbon properties, with an aggregate carrying amount of $261.4 million as at December 31, 2020.

 

Generally, estimation of reported recoverable quantities of proved and probable reserves of resource properties 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 2020, we did not recognize any impairment in respect of our interests in resource properties.

 

Our iron ore reserves are estimates of the amount of product that can be economically and legally extracted from our mining properties. Reserve and resource estimates are an integral component in the determination of the commercial viability of our interest in the iron ore mine, amortization calculations and impairment analyses. In calculating reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, production decline rates, recovery rates, production costs, commodity demand, commodity prices and exchange rates. In addition, future changes in regulatory environments, including government levies or changes in our rights to exploit the resource imposed over the producing life of the reserves and resources may also significantly impact estimates.

 

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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, 2020, 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, 2020 for further information.

 

Impairment of Other Non-Financial Assets

 

We had property, plant and equipment aggregating $51.9 million as at December 31, 2020, 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, 2020 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.

 

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 $10.9 million as at December 31, 2020. 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.

 

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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, 2020 for further information.

 

New Standards and Interpretations Not Yet Adopted

 

In January 2020, the IASB issued the final amendments in Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which affect the presentation of liabilities in the statement of financial position. The amendments clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability; clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The changes in Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) defer the effective date of the January 2020 Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) to annual reporting periods beginning on or after January 1, 2023. Earlier application of the January 2020 amendments is permitted. Management is currently assessing the impacts of the amended standard.

 

In May 2020, the IASB issued amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"). The amendments clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for contracts for which an entity has not yet fulfilled all its obligations on or after January 1, 2022. Earlier application is permitted. Management is currently assessing the impacts of the amended standard.

 

In May 2020, the IASB issued further amendments to IFRS 3, Business Combinations ("IFRS 3") which update references in IFRS 3 to the revised 2018 Conceptual Framework. To ensure that this update in referencing does not change which assets and liabilities qualify for recognition in a business combination, or create new Day 2 gains or losses, the amendments introduce new exceptions to the recognition and measurement principles in IFRS 3.

 

An acquirer should apply the definition of a liability in IAS 37, rather than the definition in the Conceptual Framework, to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, Levies ("IFRIC 21"), the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. The amendments to IFRS 3 are effective for business combinations occurring in reporting periods starting on or after January 1, 2022. Earlier application is permitted. Management is currently assessing the impacts of the amended standard.

 

In May 2020, the IASB issued Property, Plant and Equipment—Proceeds before Intended Use, which made amendments to IAS 16. The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022. Early application is permitted. Management is currently assessing the impacts of the amended standard.

 

In May 2020, the IASB issued Annual Improvements to IFRS Standards 2018-2020 which contain an amendment to IFRS 9. The amendment clarifies which fees an entity includes when it applies the "10 per cent" test in paragraph B3.3.6 of IFRS 9 in assessing whether to derecognize a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other's behalf. The amendment is effective for annual reporting periods beginning on or after January 1, 2022. Management is currently assessing the impacts of the amended standard.

 

In August 2020, the IASB issued Interest Rate Benchmark Reform—Phase 2, which amends IFRS 9, IAS 39, Financial Instruments: Recognition and Measurement, IFRS 7, Financial Instruments: Disclosures, IFRS 4, Insurance Contracts and IFRS 16. The amendments are effective for periods beginning on or after January 1, 2021. Interest rate benchmarks such as interbank offer rates (IBORs) play an important role in global financial markets as they index a wide variety of financial products, including derivative financial instruments. Market developments have impacted the reliability of some existing benchmarks and, in this context, the Financial Stability Board has published a report setting out recommendations to reform such benchmarks. The Interest Rate Benchmark Reform—Phase 2 amendments focus on the effects of the interest rate benchmark reform on a company's financial statements that arise when an interest rate benchmark used to calculate interest is replaced with an alternative benchmark rate; most significantly, there will be no requirement to derecognize or adjust the amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate. Management does not expect that there will be material effects from these amendments on the Group's operations and financial position.

 

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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 – Royalty".

 

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 (73) Chairman, President, Chief Executive Officer and Director(1) 2017
Samuel Morrow (36)(2)

Deputy Chief Executive Officer and Chief Financial Officer(1)

2017
Dr. Shuming Zhao (69)(3)(4)(5) Director 2017
Indrajit Chatterjee (75)(4)(5) Director 2017
Silke S. Stenger (53)(3)(4)(5) Director 2017
Friedrich Hondl (60)(2)(3) Director 2017
Jochen Dümler (66)(2)(3)(4) Director 2017

 

 

Notes: 

(1)Samuel Morrow has been appointed our President and Chief Executive Officer and as a director effective May 1, 2021, replacing Michael Smith, who will continue as our Executive Chairman and as a director.
(2)Member of the Risk Committee.
(3)Member of the Audit Committee.
(4)Member of the Compensation Committee.
(5)Member of the Nominating and Corporate Governance Committee.

 

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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.

 

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.

 

35 

 

 

B. Compensation

 

During the fiscal year ended December 31, 2020, we paid an aggregate of approximately $1.4 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, 2020 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, 2020 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
   480,235  (4)                 309,141  (2)  789,376 
Samuel Morrow
Chief Financial Officer and Deputy Chief Executive Officer
   496,622                  126,914  (3)  623,536 

 

 

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.
(3)Consists of medical and other customary perquisites.
(4)Net of salary and expenses.

 

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.

 

36 

 

 

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, 2020:

 

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   89,771    -    -    -    -    -    89,771 
Indrajit Chatterjee   92,866    -    -    -    -    -    92,866 
Silke S. Stenger   199,852    -    -    -    -    -    199,852 
Friedrich Hondl   83,382    -    -    -    -    -    83,382 
Jochen Dümler   113,601    -    -    -    -    -    113,601 

 

 

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 $2.0 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.

 

Pension Plan Benefits

 

As of December 31, 2020, 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.

 

37 

 

 

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.

 

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, 2020, 2019 and 2018, we employed approximately 81, 80 and 216, respectively. The decrease in 2019 was as a result of the disposition of metal product lines.

 

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E. Share Ownership

 

There were 12,554,801 Common Shares, 426,000 stock options and no share purchase warrants issued and outstanding as of April 29, 2021. 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, 2020, 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.

 

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.

 

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. In April 2021, our board of directors authorized an amendment to the plan to: (i) increase the number of Common Shares available for Awards (as defined in the Incentive Plan) thereunder by 1,326,591 Common Shares from 575,403 to 1,901,994 Common Shares; and (ii) increase the annual limitations on grants of Awards to Covered Employees to 400,000 Common Shares in any fiscal year (425,000 Common Shares during the fiscal year where such participant's employment commences). Our shareholders will be asked to approve these amendments at our annual meeting in 2021. Our Compensation Committee and board of directors also approved grants of stock options entitling the holders thereof to acquire up to 1,307,000 Common Shares of the Company, which options will have a term of 10 years, be granted effective on the second business day after the date of this Annual Report on Form 20-F and have an exercise price equal to the closing price of our Common Shares on such date. Vesting of these Awards is subject to ratification of the amendments to the Incentive Plan at the next annual meeting of our shareholders in 2021.

 

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, 2020 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.

 

39 

 

 

ITEM 7:  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A. Major Shareholders

 

There were 12,554,801 Common Shares issued and outstanding as of April 29, 2021. 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) 
Peter Kellogg, group(2)   4,372,480    34.9%
Lloyd Miller, III(3)   1,862,523    14.8%
Nantahala Capital Management, LLC(4)   753,159    6.0%

 

 

Notes: 

(1)Based on 12,554,801 Common Shares issued and outstanding on April 29, 2021.
  
(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 12, 2021 jointly with Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack.

 

As of April 29, 2021, there were 12,554,801 Common Shares issued and outstanding held by 163 registered shareholders. Of those Common Shares issued and outstanding, 12,549,600 Common Shares were registered in the United States (152 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 may be 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.

 

40 

 

 

B. Related Party Transactions

 

In the normal course of operations, we enter into transactions with related parties, which include affiliates in which we have a significant equity interest (10% or more) or have the ability to influence their operating and financing policies through significant shareholding, representation on the board of directors, corporate charter and/or bylaws. The related parties also include, among other things, the Company's directors, Chairman, President, Chief Executive Officer and Chief Financial Officer. This section does not include disclosure, if any, respecting open market transactions, whereby a related party acts as an investor of the Company's securities or the bonds of Merkanti Holding plc.

 

We had the following transactions with related parties:

 

Years ended December 31:   2020   2019     2018  
                 
    (In thousands)  
Fee income   $ 9   $ 10   $ -  
Interest income     86     31     -  
Dividends received     -     -     168  
Royalty expenses     (660 )   (210 )   -  
Credit losses on corporate guarantees     -     (3,134 )(1)   -  
(Reversal of) ECL allowance     15     (16 )   -  
Fee expenses     (80 )   -     -  
Reimbursements of expenses, primarily including employee benefits and lease and office expenses     (276 )   (811 )   -  

 

 

Note: 

(1)Reversed during the year ended December 31, 2020.

 

We have, from time to time we have 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, as at December 31, 2020, we held: (i) an indemnification asset of $6.8 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 our subsidiaries and another subsidiary that was put into dissolution by us in 2019; (ii) a loan to such company of $0.8 million, bearing interest at 6.3%, which was made in 2019 in order to facilitate the acquisition of securities for our benefit; and (iii) current account receivables of $20.8 million. We also had current account payables of $27,000 due to the aforesaid affiliate as at December 31, 2020.

 

In addition, pursuant to this arrangement, during 2020 and 2019, we reimbursed such company $0.3 million and $0.8 million (as set forth in the table above), respectively, at cost for expenses, primarily consisting of employee benefits and lease and office expenses. Furthermore, during 2019, we 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 be 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 the 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. During 2019, we recognized credit losses of $3.1 million on corporate guarantees issued to certain trading partners of this former subsidiary prior to its disposition. During 2020, the provision for credit losses on the corporate guarantees was reversed and recognized in profit or loss.

 

As set forth in the table above, we had royalty expenses of $0.7 million and $0.2 million, respectively, in 2020 and 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, 2020 and 2019.

 

Please see Note 26 to our audited consolidated financial statements for the year ended December 31, 2020 for further information.

 

C. Interests of Experts and Counsel

 

Not applicable.

 

41 

 

 

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".

 

Legal Proceedings

 

We are subject to routine litigation incidental to our business and are named from time to time as a defendant and are a plaintiff from time to time 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 periodic audit by various tax authorities.

 

One of our subsidiaries is disputing certain assessments by the relevant tax authorities related to expatriate staff payroll tax, and we have 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 $3.5 million of which $1.2 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 $68.4 million (€43.8 million). We believe that such claim is without merit and intend 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 assessments are incorrect or if management is 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, 2020 for further information.

 

Dividend Distributions

 

We did not declare or pay any cash dividends to our shareholders in 2020. On April 30, 2021, the Company announced that its board of directors approved a cash dividend policy. The dividend policy is intended to maximize potential future dividends payable to holders of Common Shares. While no dividends have been declared or determined to date, based upon a review of the Company's financial position, operating results, ongoing working capital requirements and other factors, our board of directors may from time to time and if deemed advisable by it, declare and pay cash dividends to holders. 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.

 

42 

 

 

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".

 

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 P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 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.

 

43 

 

 

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.

 

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.

 

44 

 

 

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

 

·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.

 

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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 is 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.

 

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F. Dividends and Paying Agents

 

Not applicable.

 

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, 2020, 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, 2020.

 

ITEM 12:  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

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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, 2020. 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 are effective.

 

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, 2020. 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).

 

Based on this evaluation, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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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.

 

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, 2020 by Smythe LLP were $442,000 (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, 2019 by BDO LLP were $988,765 (before goods and services tax).

 

Audit-Related Fees

 

During the years ended December 31, 2020 and 2019, $nil and $nil were billed, respectively, by Smythe LLP and BDO 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, 2020, no fees were billed by Smythe LLP for tax, compliance, tax advice and tax planning. During the fiscal year ended December 31, 2019, no fees were billed by BDO LLP for tax, compliance, tax advice and tax planning.

 

All Other Fees

 

During the fiscal year ended December 31, 2020, $nil fees were billed by Smythe LLP for services not related to audit or tax. During the fiscal year ended December 31, 2019, $nil fees were billed by BDO LLP for services not related to audit or tax.

 

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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.

 

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 2020, 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

 

Effective December 21, 2020, the Company's former auditors resigned and the Company appointed Smythe LLP as the successor auditor. In connection therewith, the Company provides: (a) the former auditor's reports on any of the Company's consolidated financial statements for the fiscal years ended December 31, 2019 or 2018 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles; (b) during the Company's fiscal years ended December 31, 2019 and 2018 and through the subsequent interim period on or prior to the resignation of the former auditors, there were no disagreements between the Company and the former auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and (c) during the Company's fiscal years ended December 31, 2019 and 2018 and through the subsequent interim period on or prior to the resignation of the former auditors, no reportable events as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F have occurred except that, in connection with the Company's consolidated financial statements as of and for the year ended December 31, 2019, the Company and the former auditor identified a material weakness in the Company's internal control over financial reporting related to: (i) a lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of IFRS 10, Consolidated Financial Statements; and (ii) policies and procedures with respect to the review, supervision and monitoring of the Company's accounting and reporting functions were either not designed and in place or not operating effectively to identify this application, as disclosed in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC on May 11, 2020. The Company's audit committee and board of directors discussed such matters with the former auditors, and the Company authorized the former auditors to respond fully to inquiries of the successor auditors concerning such matters.

 

The resignation of BDO LLP and the appointment of Smythe LLP as our independent registered public accounting firm have been considered and approved by our Audit Committee and our board of directors.

 

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.

 

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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".

 

54

 

 

ITEM 18:  FINANCIAL STATEMENTS

 

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

 

1.  Reports of Independent Registered Public Accounting Firm 57
2.  Consolidated statements of financial position as of December 31, 2020 and 2019 60
3.  Consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 61
4.  Consolidated statements of comprehensive loss for the years ended December 31, 2020, 2019 and 2018 62
5.  Consolidated statements of changes in equity for the years ended December 31, 2020, 2019 and 2018 63
6.  Consolidated statements of cash flows for the years ended December 31, 2020, 2019 and 2018 64
7.  Notes to consolidated financial statements 65

 

55

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of Scully Royalty Ltd.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statement of financial position of Scully Royalty Ltd. and its subsidiaries (the "Company") as of December 31, 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows, for the year ended December 31, 2020, and the related notes.

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

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 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. As part of our audit 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 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 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.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Assessment of the recoverable amounts of non-financial assets: interest in the Scully iron ore mine, hydrocarbon properties and power plant

 

As discussed in Notes 12 and 13 to the consolidated financial statements, the Company has interests in the Scully iron ore mine of $211.3 million, hydrocarbon properties of $50.3 million, and power plant assets of $27.6 million as at December 31, 2020. An indicator of impairment was identified for these assets as a result of the Company's market capitalization being significantly lower than the net assets of the Company throughout 2020. The Company estimated the recoverable amounts of these non-financial assets using forecasted production and sales levels, future prices of the underlying commodities, expected reserves, asset retirement obligations, future development and operating costs, inflation rates, and discount rates.

 

We identified the assessment of the recoverable amounts in these non-financial assets as a critical audit matter. A high degree of auditor judgment was required to evaluate the estimated future cash flows used to determine these recoverable amounts. Significant assumptions utilized in determining the recoverable amounts included future commodity prices, discount rates, inflation rates, future development and operating costs, and forecasted production and sales levels. Minor changes in any of these assumptions could have had a significant effect on the determination of the estimated recoverable amount. In addition, auditor judgment and reliance on specialists were required to assess the mineral resources and reserves, replacement cost and salvage value, which form the basis of the recoverable values.

 

56

 

 

Our audit procedures related to the assessment of future production and sales levels, future prices of the underlying commodities, expected reserves, asset retirement obligations, future development and operating costs, inflation rates, and the selection of the discount rates included the following, among others:

·We evaluated the estimate of forecasted production and sales levels by comparing historical estimates to actual results.
·With the assistance of valuation specialists, we evaluated the reasonability of the valuation methodology and significant assumptions made by comparing the source information underlying the determination of the discount rates and developing a range of independent estimates and comparing those to the discount rates used by management.
·We used the work of management's specialists in performing the procedures to evaluate the reasonability of the estimates of used to determine the recoverable value of the Company's interest in these assets. As a basis for using the work of management's specialists, we ensured:
The specialists' qualifications were appropriate, and the Company's relationship with the specialists was assessed for biases.
We evaluated the methods and assumptions used by the specialists, tested the data used by the specialists and performed an assessment of the specialists' findings.
We evaluated whether the significant assumptions used, such as expected reserves, asset retirement obligations, inflation rates, future development and operating costs, were reasonable considering the past performance of the Company, consistency with industry pricing forecasts and whether they were consistent with evidence obtained in other areas of the audit.

 

Fair value of investment properties and real estate for sale

 

As discussed in Note 11 to the consolidated financial statements, the Company has investment properties of $36.9 million and real estate property held for sale of $14.0 million as at December 31, 2020. The Company has elected the fair value model for investment properties where these assets are measured at fair value subsequent to initial recognition on the consolidated statements of financial position.

 

We identified the fair value of investment properties and real estate held for sale as a critical audit matter. The estimates and assumptions with the highest degree of subjectivity and impact on the fair value of the investment properties and real estate held for sale are future expected market rents and revenues, vacancy rates, operating costs, and discount rates. Auditing these estimates and assumptions require a high degree of judgment as the estimation made by management contains significant measurement uncertainty. This resulted in an increased extent of audit effort, including the use of fair value specialists.

 

Our audit procedures related to the future expected market rents and revenues, vacancy rates, operating costs, and discount rates included the following, among others:

·Tested management's future expected market rents and revenues, vacancy rates, operating costs and discount rates through independent analysis and comparison to external sources including objective contractual information, and observable economic indicators, where applicable.
·Evaluated management's ability to accurately estimate fair value and future expected market rents and revenues, vacancy rates and operating costs by comparing management's historical fair value estimates and forecasts to actual results.
·With the assistance of valuation specialists, we evaluated the reasonableness of the valuation methodology and determination of discount rates by testing the source information underlying the determination of discount rates, developing a range of independent estimates and comparing those to the capitalization rates and discount rates used, and considering recent market transactions.
·We used the work of management's specialists in performing the procedures to evaluate the reasonableness of the estimates, we ensured:
The specialists' qualifications were appropriate, and the Company's relationship with the specialists was assessed for biases.

 

57

 

 

We evaluated the methods and assumptions used by the specialists, tests of data used by the specialists and performed an assessment of the specialists' findings.
We evaluated whether the significant assumptions used were reasonable considering the past performance of the Company, consistency with industry and whether they were consistent with evidence obtained in other areas of the audit.

 

 

/s/ Smythe LLP

Chartered Professional Accountants

 

We have served as the Company's auditor since 2020.

 

Vancouver, Canada

April 30, 2021

 

58

 

 

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, 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 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.

 

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 from 2019 through 2020.

London, United Kingdom

May 11, 2020

 

59

 

 

SCULLY ROYALTY LTD.

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Canadian Dollars in Thousands)

 

ASSETS  Notes  

December 31,

2020

  

December 31,

2019

 
Current Assets             
Cash      $63,552   $78,274 
Securities   7    18,497    14,174 
Trade receivables   8    4,755    4,158 
Tax receivables        282    188 
Other receivables   9    39,518    8,104 
Inventories   10    1,413    2,388 
Restricted cash        175    85 
Deposits, prepaid and other        1,019    1,124 
Total current assets        129,211    108,495 
Non-current Assets              
Securities   7    3,721    3,809 
Loan receivable        1,237    - 
Real estate for sale   16    13,954    13,040 
Investment property   11, 16    36,908    38,205 
Property, plant and equipment   12    51,883    55,413 
Interests in resource properties   13    261,355    270,070 
Deferred income tax assets   14    10,856    14,295 
Other        -    22 
Total non-current assets        379,914    394,854 
       $509,125   $503,349 
LIABILITIES AND EQUITY              
Current Liabilities              
Account payables and accrued expenses   15   $15,680   $19,161 
Income tax liabilities        457    728 
Total current liabilities        16,137    19,889 
Non-current Liabilities              
Bonds payable   16, 25    38,053    35,418 
Loan payable        5,223    4,769 
Decommissioning obligations   17    14,072    15,018 
Deferred income tax liabilities   14    66,115    65,307 
Other        801    934 
Total non-current liabilities        124,264    121,446 
Total liabilities        140,401    141,335 
Equity              
Capital stock, at par value of US$0.001 per share and fully paid   18    16    16 
Additional paid-in capital        312,471    312,471 
Treasury stock   18    (2,643)   (2,643)
Contributed surplus        16,627    16,627 
Retained earnings        1,378    1,009 
Accumulated other comprehensive income        33,695    26,132 
Shareholders' equity        361,544    353,612 
Non-controlling interests        7,180    8,402 
Total equity        368,724    362,014 
       $509,125   $503,349 

 

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

 

60

 

 

SCULLY ROYALTY LTD.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2020, 2019 and 2018

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

 

   Notes   2020   2019   2018 
Revenue   19   $59,432   $113,267   $139,751 
                    
Costs and expenses:                   
Costs and other   19    26,870    96,561    95,209 
Selling, general and administrative   19    19,901    22,573    26,365 
Share-based compensation – selling, general and administrative   20    -    -    69 
Loss on settlement   19    -    -    5,600 
Finance costs        1,881    1,243    2,125 
(Reversal of) credit losses   19    (3,108)   13,398    34,985 
Reversal of impairment of resource properties   13    -    -    (188,203)
Exchange differences on foreign currency transactions, net loss (gain)        2,709    (3,724)   (4,228)
        48,253    130,051    (28,078)
                    
Income (loss) before income taxes        11,179    (16,784)   167,829 
Income tax (expense) recovery:                   
Income taxes   21    (4,893)   (482)   (56,105)
Resource property revenue taxes   21    (6,074)   (1,137)   487 
   21    (10,967)   (1,619)   (55,618)
Net income (loss) for the year        212    (18,403)   112,211 
Net loss (income) attributable to non-controlling interests        157    (150)   65 
Net income (loss) attributable to owners of the parent company       $369   $(18,553)  $112,276 
                    
Earnings (loss) per share:                   
Basic   22   $0.03   $(1.48)  $8.96 
Diluted   22   $0.03   $(1.48)  $8.96 
                    
Weighted average number of common shares outstanding                    
– Basic   22    12,554,801    12,543,271    12,534,801 
– Diluted   22    12,554,801    12,543,271    12,534,801 

 

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

 

61

 

 

SCULLY ROYALTY LTD.
 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31, 2020, 2019 and 2018

(Canadian Dollars in Thousands)

 

    2020     2019     2018  
Net income (loss) for the year   $ 212     $ (18,403 )   $ 112,211  
Other comprehensive income (loss), net of income taxes:                        
Items that will be reclassified subsequently to profit or loss                        
Exchange differences arising from translating financial statements
of foreign operations
    7,219       (13,197 )     2,440  
Reclassification adjustment for exchange differences to
statements of operations for subsidiaries deconsolidated (see Note 19)
    215       (1,758 )     672  
Net exchange difference     7,434       (14,955 )     3,112  
                         
Fair value gain (loss) on securities at fair value through other comprehensive
income
    150       (70 )     (75 )
Reclassification to statements of operations     (97 )     66       (3 )
Net fair value gain (loss) on securities at fair value through other
comprehensive income
    53       (4 )     (78 )
                         
      7,487       (14,959 )     3,034  
Total comprehensive income (loss) for the year     7,699       (33,362 )     115,245  
Comprehensive loss (income) attributable to non-controlling interests     233       138       (277 )
Comprehensive income (loss) attributable to owners of the parent company   $ 7,932     $ (33,224 )   $ 114,968  

 

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

 

62

 

 

 

SCULLY ROYALTY LTD.

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2020, 2019 and 2018

(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
   (Deficit)
Retained
Earnings
   Available-
for-sale
Securities
   Securities at
Fair Value
Through Other
Comprehensive
Income
   Currency
Translation
Adjustments
   Share-
holders'
Equity
   Non-
controlling
Interests
   Total
Equity
 
Balance at January 1, 2018  12,600,448   $312,148   (65,647)  $(2,643)  $16,666   $(87,183)  $461   $-   $38,331   $277,780   $2,169   $279,949 
                                                           
Change in accounting policy (see Note 2B(i))  -    -   -    -    -    524    (461)   (63)   -    -    -    - 
Net income (loss)  -    -   -    -    -    112,276    -    -    -    112,276    (65)   112,211 
Dividends paid  -    -   -    -    -    -    -    -    -    -    (805)   (805)
Return of capital  -    -   -    -    -    -    -    -    -    -    (52)   (52)
Share-based compensation  -    -   -    -    69    -    -    -    -    69    -    69 
Loss on disposition of shares in a subsidiary  -    -   -    -    -    (6,284)   -    -    (157)   (6,441)   6,441    - 
Net fair value loss  -    -   -    -    -    -    -    (78)   -    (78)   -    (78)
Net exchange differences  -    -   -    -    -    -    -    -    2,770    2,770    342    3,112 
Balance at December 31, 2018  12,600,448    312,148   (65,647)   (2,643)   16,735    19,333    -    (141)   40,944    386,376    8,030    394,406 
                                                           
Net (loss) income  -    -   -    -    -    (18,553)   -    -    -    (18,553)   150    (18,403)
Exercise of stock options  20,000    339   -    -    (108)   -    -    -    -    231    -    231 
Issuance of shares in a subsidiary to a non-controlling interest  -    -   -    -    -    229    -    -    -    229    510    739 
Net fair value loss  -    -   -    -    -    -    -    (4)   -    (4)   -    (4)
Net exchange differences  -    -   -    -    -    -    -    -    (14,667)   (14,667)   (288)   (14,955)
Balance at December 31, 2019  12,620,448    312,487   (65,647)   (2,643)   16,627    1,009    -    (145)   26,277    353,612    8,402    362,014 
                                                           
Net income (loss)  -    -   -    -    -    369    -    -    -    369    (157)   212 
Issuance of shares in a subsidiary to a non-controlling interest  -    -   -    -    -    -    -    -    -    -    8    8 
Dividends paid  -    -   -    -    -    -    -    -    -    -    (37)   (37)
Disposition of a subsidiary  -    -   -    -    -    -    -    -    -    -    (960)   (960)
Net fair value gain  -    -   -    -    -    -    -    53    -    53    -    53 
Net exchange differences  -    -   -    -    -    -    -    -    7,510    7,510    (76)   7,434 
Balance at December 31, 2020  12,620,448   $312,487   (65,647)  $(2,643)  $16,627   $1,378   $-   $(92)  $33,787   $361,544   $7,180   $368,724 

 

63

 

 

SCULLY ROYALTY LTD.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2020, 2019 and 2018

(Canadian Dollars in Thousands)

 

   Notes   2020   2019   2018 
Cash flows from operating activities:                    
Net income (loss) for the year       $212   $(18,403)  $112,211 
Adjustments for:                    
Amortization, depreciation and depletion        11,470    8,287    5,712 
Exchange differences on foreign currency transactions        2,709    (3,724)   (4,228)
Gain on short-term securities   19    (758)   (931)   (3,856)
(Loss) gain on dispositions of subsidiaries, net   19    546    (2,243)   (25,099)
Reversal of impairment of resource properties   13    -    -    (188,203)
Share-based compensation   20    -    -    69 
Deferred income taxes   21    4,798    98    55,238 
Market value (increase) decrease on commodity inventories   19    -    (160)   109 
Interest accretion        143    743    373 
Change in fair value of investment property, net of write-down of real estate for sale   19    (757)   (3,122)   - 
Change in fair value of a loan payable measured at FVTPL   19    549    979    167 
(Reversal of) credit losses   19    (3,108)   13,398    34,985 
Write-downs of inventories   19    469    1,822    - 
Write-offs of intangible assets and prepaid        25    18    2,129 
Gains on settlements and derecognition of liabilities   19    (2,600)   (1,168)   (9,502)
Loss on settlement   19    -    -    5,600 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:                    
Short-term deposits        -    -    197 
Short-term securities        (2,608)   (6,384)   (1,050)
Receivables        (33,847)   (466)   10,264 
Inventories        517    1,551    (1,429)
Restricted cash        (60)   159    (275)
Deposits, prepaid and other        97    (468)   70 
Assets held for sale        -    396    - 
Short-term bank borrowings        -    -    (1,621)
Account payables and accrued expenses        521    (157)   435 
Income tax liabilities        26    (35)   (1,046)
Other        385    3    1,559 
Cash flows used in operating activities        (21,271)   (9,807)   (7,191)
Cash flows from investing activities:                    
Purchases of long-term securities        -    -    (1,199)
Purchases of property, plant and equipment, net        (227)   (720)   (198)
Proceeds from sales of investment property        4,564    -    1,018 
Increase in loan receivables, net        (265)   (843)   - 
Acquisition of indemnification asset        -    (6,737)   - 
Dispositions of subsidiaries, net of cash disposed of        (873)   (1,902)   (825)
Other        220    -    (77)
Cash flows provided by (used in) investing activities        3,419    (10,202)   (1,281)
Cash flows from financing activities:                    
Issuance of bonds payable   16    -    36,511    - 
Payments of commissions, fees and expenses on issuance of bonds payable   16    -    (1,078)   - 
Reductions in lease liabilities        (451)   (872)   - 
Exercise of stock options        -    231