AI RB OSS OF AMERICA CORP.
Annual
Report
R U B B E R
C O M P O U N D I N G
A U T O M OT I V E
E N G I N E E R E D
P R O D U C T S
L o c at i o n s
head office
research Facility
compounding/Mixing
engineered Products
automotive
W h o W e a r e
AirBoss
Rubber Compounding
Engineered Products
Automotive
AirBoss Rubber Compounding
Custom Compounds
AirBoss Rubber Compounding
Third Party Tolling
SunBoss Chemicals
Chemical Distribution
AirBoss Defense / IRT
AirBoss Engineered Products
Industrial
AirBoss Flexible Products
Automotive
Kitchener, ON
Kitchener, ON
Kitchener, ON
Bromont, QC
Acton-Vale, QC
Auburn Hills, MI
Scotland Neck, NC
Scotland Neck, NC
Landover, MD
Kuala Lumpur, Malaysia
Acton-Vale, QC
ta b L e o F c o n t e n t s
01 operations
08 Letter to shareholders
11 Management’s Discussion and
analysis of Financial condition
and results of operations
23 Management’s responsibility
for Financial reporting
28 notes to consolidated Financial
statements
23 auditors’ report to the shareholders
56 corporate information
of airboss of america corp.
24 consolidated Financial statements
AirBoss of America Corp.
Why our businesses
are Leaders in Their
Industries
Our results over the past three years have been strong, in
large part because our three divisions continue to be
among the leaders in their sectors.
While our growth slowed in 2016, our leadership in the
markets we serve did not.
rubber compounding remains one of north america’s leading
custom rubber compounding companies. automotive is a key
supplier of automotive anti-vibration and noise reduction solutions.
our defense business is a top global supplier of chemical, biological,
radiological and nuclear (“cbrn”) military and first-response
personal protective equipment and portable shelters.
all our divisions are in the business of transforming rubber into
higher-margin specialized compounds and finished goods. We apply
innovative chemistry and engineered design to create products used
by a growing number of industries worldwide.
350
300
250
200
150
100
50
0
2011
2012
2103
2014
2015
2016
30
25
20
15
10
5
0
2011
2012
2103
2014
2015
2016
R E V E N U E
E B I T D A
A N N U A L R E P O R T
11
RU B B ER COMPOUNDINg:
Serving More
Clients More
Responsively
F U L L - C Y C L E
S E R V I C E
F A S T E R
D E V E L O P M E N T
F O R M U L AT E D
F O R Y O U
2
AirBoss of America Corp.
rubber compounding is a
leading provider of
customized rubber
compounds.
Our customers are primarily in the conveyor belting,
mining, industrial, infrastructure and automotive sectors.
We are also a key supplier to the tire manufacturing
industry. Our equipment is state-of-the-art and highly
automated, with precise controls that enable us to
monitor consistency from batch to batch and steadily pull
data for rapid troubleshooting and process optimization.
HOW WE COMPETE:
as the second-largest custom
rubber compounder in north
america, our focus is on
quality, consistency and an
exceptional level of service.
our customer base is growing
because we are able to solve
the problems of customers
who need innovative polymer
formulas, faster turnaround,
and optimal performance in
their manufacturing plants.
Engineered Products:
ADDINg VAlUE TO RUBBER
our industrial products
business within engineered
Products develops,
manufactures and markets
high-quality rubber-based
products. We custom mix,
extrude and calender (multi-
layered, multi-material)
polymer compounds.
We work with a wide range of
polymers from natural rubber
to chlorosulfonated
polyethylene. our products
are used primarily by makers
of tire and track, conveyor
belts and hoses as well as in
the industrial and
construction sectors.
A N N U A L R E P O R T
3
A UTOMOTIVE:
A Highly Regarded
Partner to Major
Automakers
P E R F O R M A N C E
B Y D E S I G N
F A S T E R
T U R N A R O U N D
R A P I D
P R OT OT Y P I N G
4
AirBoss of America Corp.
automotive is a leading
supplier of molded and
rubber-to-metal bonded
rubber parts, primarily for
the North American
automotive industry.
Our engineers leverage our advanced molding
technologies to address a wide variety of vibration and
noise challenges for top automakers. Our hundreds of
products are used in suspension, chassis & exhaust,
powertrain & drive and steering applications.
HOW WE COMPETE:
the automotive industry is
tightly geared to on-time
delivery. this includes providing
solutions to unforeseen
manufacturing issues as they
arise. With our 70 molding
presses, our set-up ability is
highly flexible and our scrap
rates low, enabling us to
create custom parts at a
competitive cost.
turnaround is rapid because
we do all designing,
toolmaking, prototyping, testing
and manufacturing in-house.
as a sister company to rubber
compounding, we offer
unrivalled materials expertise
for customized applications.
our consistent quality has won
numerous industry awards
and accreditations.
A N N U A L R E P O R T
5
DEF E NSE:
Life-Saving
Equipment on
the Front Lines
P R O C U R E M E N T
E X P E R T I S E
O U T S TA N D I N G
E R G O N O M I C S
A T O P - F L I G H T
T R A C K R E C O R D
6
AirBoss of America Corp.
our defense business is a
world leader in designing,
developing and
manufacturing personal
protective equipment for
military and first-response
personnel.
Our products include CBRN protective gas masks, gloves,
and overboots, as well as individual isolation systems, fully-
integrated and scalable decontamination shelter systems,
command and control/living/medical shelters, and world-
class extreme cold weather footwear.
HOW WE COMPETE:
to serve the military, as we
have for more than 40 years, a
supplier must meet exact
specifications while adhering to
rigorous procurement
standards. We are well-versed
in global government
procurement processes and
project management. science is
our strength. our in-house
scientists have worked closely
with the canadian and U.s.
military on new product
development. extended-wear
usability is a priority.
We work continually to reduce
the weight and burden of our
products while improving
ergonomics and comfort. our
defense products integrate
seamlessly with the world’s
most popular cbrn suits and
other military equipment. our
canadian-based injection
molding operations specialize
in tight tolerance irregular
shapes, difficult to inject
polymers such as halo-butyls,
and FDa grade silicones. our
Landover, Maryland location
houses a state-of-the-art gas
mask filter research and
production facility.
A N N U A L R E P O R T
7
2016
To Our Shareholders
2016 Highlights
• Increased 2017 quarterly dividend by 7.7% to C$0.07 per common share, marking second
increase in past twelve months
• Free cash flow increased 73.3% to $23.4 million ($1.02 per share)
• Net debt to total capital reduced from 39.5% to 29.3%
While growth at AirBoss of America Corp. was slower in 2016, free cash flow remained strong, allowing us
to improve our net debt position significantly.
Entering 2017, our balance sheet is healthy and each of our three divisions has strong growth prospects.
RubberCompounding:MoreCapable,MoreProfitable
Improved efficiencies in our compounding business paid off in 2016. While revenue and volume (measured in
pounds shipped) were down on a relative basis compared to 2015 by 27.6% and 25.9%, respectively, Rubber
Compounding had its second most profitable year ever. This was due to a broader client base that increasingly
relies on our business for higher-margin specialty polymers. While volume is down by more than 30% from five
years ago, our earnings have almost doubled.
During 2016, we integrated the operations of our three rubber compounding facilities in Canada and the
United States. We have essentially retooled the business to provide a more complete and unified offering
of our compounding and transformation processes, with a single point of contact for our customers. By
centralizing sales, R&D and product development, we are better able to respond to smaller-batch orders
and utilize our assets more efficiently across all locations. We are also well positioned geographically to
cover the majority of large rubber-based manufacturers in North America. While compounding for commodity
based industries is still an important mainstay of our business, we are now able to flexibly serve a wider
variety of customers while absorbing the downtime that comes with multiple recipe changes.
Automotive:DrivingSales
After two years of growth that outpaced expectations, revenues at Automotive were down moderately by
1.2% from 2015, to $141.1 million.
Among our customers there are fewer new platform launches for the 2017 and 2018 model years. Our priority
goal under the new leadership is to improve product lifecycle management so we have an appropriate mix of
new programs to offset our late-stage or end-of-production programs.
We are also working to ensure Automotive becomes a more capable partner earlier in the anti-vibration/noise
abatement design process. With excellent customer relations, strong engineering capabilities and the right
technology footprint, we have every reason to believe Automotive will be that partner.
8
AirBoss of America Corp.
To Our Shareholders (cont’d)
Defense:TheChallengeofIntegratingTwoStrongPlayers
Achieving the benefits of growth by acquisition often takes longer than anticipated given the reality of
blending systems and people. In July 2015, AirBoss of America Corp. acquired IRT, a Landover, Maryland-
based manufacturer of filters, powered air-purifying respirators, rapidly deployable protective shelter systems
and individual isolation systems. These products complement our legacy product lines of CBRN protective
gas masks, gloves and overboots.
Our goal remains to grow both businesses by expanding our customer base with a greater diversity of
products that would also smooth out military procurement cycles, as well as leverage IRT’s filtration expertise
with our new gas mask.
Post-merger results for 2016 were below expectations, for reasons both within and beyond our control. While
complementary, our product lines are sufficiently different that marketing on a specialty product line basis
proved inefficient, impacting the merging of sales forces in Quebec and Maryland. We have addressed these
issues by adjusting marketing to a channel and customer-focused format that offers an integrated product
line through a unified sales force. Beyond our control was the delay of two major contracts in 2016, including
a significant design change on a previously awarded program. Unfortunately, in military procurement these
are the rules of the game. While the awards are ours, the timing is not.
We entered 2017 with a significantly stronger order book compared to last year, anchored by continued
delivery and option exercises on existing contracts, as well as the anticipated commencement in the second
half of the year of the previously awarded program that was delayed in 2016.
Our new gas mask, which is capable of both positive and negative pressure filtration performance, is being
considered for several active major tenders. Furthermore, our next generation fire-retardant glove, well into
development, has attracted the interest of counter-terrorism organizations along with our traditional
military customers.
OUTLOOK
We will look to continue to increase earnings while managing costs, focusing on these initiatives:
Investment in Efficiency
Our strong balance sheet and free cash flow will enable us to invest throughout 2017 in information
technology and other capital expenditures to support innovation, enhance operational efficiencies and further
strengthen process controls.
Measurable Data
Process controls and real-time metrics are a priority as we grow. We intend to continually improve response
times, production quality and waste reduction, while making smarter, data-driven decisions.
Sales Focus
Our goal in 2017 is to further professionalize the sales forces of both Automotive and our defense business.
The defense sales team will be better aligned, offering our full suite of products across geographic lines and
military/first-responder distribution channels. We are encouraged by the possibility of greater defense spending
in the United States and the impact this may have on global defense spending in general.
Automotive will sell more aggressively in its traditional markets while planning campaigns for the penetration
of additional markets where vibration and noise solutions are needed.
A N N U A L R E P O R T
9
2016
To Our Shareholders (cont’d)
Continuous Improvement
Automotive is one year into a continuous improvement program designed to increase operating efficiencies
and reduce waste. We will focus on these goals across all our businesses to improve the bottom line in 2017.
Global Expansion
Our businesses are leaders in their fields and can bring value to global customers. However, like many
companies, the current unpredictability of global politics has led us to pause on international expansion decisions
at this time.
Capacity Utilization
Rubber Compounding has successfully expanded its client base with smaller customers that require more
sophisticated/higher-margin compounds. While the business continues to grow in profitability without significant
incremental capital expense, we still have excess capacity and our goal is to fill it. Indications from Rubber
Compounding customers thus far in 2017 have been encouraging. Demand in the off-the-road tire and industrial
sectors continues to grow. The mining and oil & gas sectors are also showing signs of improvement.
Acquisitions
We are able to finance both organic and acquisition growth due to our strong balance sheet, ongoing free cash
flow generation, and our demonstrated track record of quickly reducing debt. Our goal is to drive sustainable,
profitable growth from our acquisitions of IRT and Flexible Products. We are always seeking further acquisitions
that improve our ability to transform rubber polymers into finished products, whether complementary to our
existing business or in other rubber-intensive sectors.
IN CLOSING
In many ways, this was a year of internal investment for AirBoss of America. We elevated our leadership
capabilities, improved our infrastructure and continued to integrate our acquisitions. The coming year is about
building on those investments. We have the talent and platforms to manufacture fluidly between our plants. We
are offering broader product suites to larger customer bases. Sales and marketing are productively more unified.
We want to thank our shareholders and employees, financial partners and other service providers and
stakeholders for their continued support.
P.G.Schoch
Chairman and CEO
LisaSwartzman
President
10
AirBoss of America Corp.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of AirBoss of America
Corp. (“AirBoss” or the “Company”) has been prepared as of March 16, 2017 and should be read in conjunction with the
Consolidated Financial Statements and Notes for the year ended December 31, 2016 prepared in accordance with International
Financial Reporting Standards (“IFRS”). All dollar amounts are shown in thousands of US dollars, except per share amounts,
unless otherwise specified. Additional information regarding the Company, including its Annual Information Form, can be found
on SEDAR at www.sedar.com and on the Company’s website at www.airbossofamerica.com.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference herein, including those that express management’s expectations
or estimates of future developments or AirBoss’ future performance, constitute “forward-looking statements” within the meaning
of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “expects”, “believes”,
“anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead
represent management’s expectations, estimates and projections regarding future events and performance.
Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while
considered reasonable by management at the time the statements are made, are inherently subject to significant business,
economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking statements involve
known and unknown contingencies, uncertainties and other risks that may cause AirBoss’ actual financial results, performance
or achievements to be materially different from its estimated future results, performance or achievements expressed or implied
by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-
looking statements, including without limitation: impact of general economic conditions; its dependence on key customers;
cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at
economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing
customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of
other businesses and/or companies or to realize on the anticipated benefits thereof; changes in accounting policies and
methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the
Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable
terms; environmental damage caused by it and non-compliance with environmental laws and regulations; potential product
liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of AirBoss’
forward-looking statements.
All of the forward-looking information in this Annual Report is expressly qualified by these cautionary statements. Investors are
cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements
attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking
information contained herein is made as of the date of this Annual Report and, whether as a result of new information, future
events or otherwise, AirBoss disclaims any intent or obligation to update publicly these forward-looking statements except as
required by applicable laws. Risks and uncertainties about AirBoss’ business are more fully discussed under the heading “Risk
Factors” and under the heading “Risk Factors” in our most recent Annual Information Form and are otherwise disclosed in our
filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.
A N N U A L R E P O R T
11
2016
MD&A (cont’d)
OVERALL PERFORMANCE
FourthQuarterandFullYearHighlights
(InthousandsofUSdollars)
•
Increased quarterly dividend by 7.7% to C$0.07
• Free cash flows increased 79.2% to $9,150 ($0.40 per share) for the quarter
• Annual free cash flow increased 73.3% to $23,425 ($1.02 per share)
• Net debt to total capital reduced from 39.5% to 29.3% over the past twelve months
Selected Financial Information
In thousands of US dollars, except share amounts outstanding,
per share amounts in US dollars
Years ended December 31
2016
2015
2014
267,628
13,822
304,909
13,282
303,151
13,725
0.60
0.59
0.63
0.62
29,645
30,532
29,740
0.255
6,402
225,118
73,206
109,283
0.58
0.56
0.79
0.77
29,949
36,133
22,961
0.24
10,031
217,739
76,922
99,534
0.60
0.60
0.70
0.69
28,948
31,873
15,545
0.20
6,832
188,906
50,948
90,035
23,074,183
23,021,850
22,998,760
Financialresults:
Net sales
Net income
Net income per share
– Basic
– Diluted
Adjusted EPS1
– Basic
– Diluted
EBITDA1
Adjusted EBITDA1
Net cash from operating activities
Dividends declared per share
Capital expenditures
Financialposition:
Total assets
Term loan and other debt
Shareholders’ equity
Outstanding shares
*23,074,183 at March 16, 2017
12
AirBoss of America Corp.
MD&A (cont’d)
1Non-IFRS Financial Measures
This MD&A is based on reported income in accordance with International Financial Reporting Standards (“IFRS”) and on the
following non-IFRS financial measures:
EBITDA
Earnings before interest income, interest expense, income taxes and depreciation and amortization
Adjusted EBITDA
Earnings before interest income, interest expense, income taxes, depreciation and amortization, and
share-based compensation expenses
Free cash flows
Net cash provided by operating activities, less capital expenditures for the period
EBITDA, Adjusted EBITDA and Adjusted EPS are non-IFRS financial measures directly derived from the consolidated financial
statements but do not have a standardized meaning prescribed by IFRS and are not necessarily comparable to a similar measure
presented by other issuers.
The Company discloses EBITDA and free cash flows, financial measurements used by interested parties and investors to monitor
the ability of an issuer to generate cash from operations for debt service, financing working capital and capital expenditures and
paying dividends. Neither measure should be considered as an alternative to, or more meaningful than net income (or any other
IFRS financial measure) as an indicator of the Company’s performance. Because EBITDA excludes some, but not all, items that
affect net income, the EBITDA and Adjusted EBITDA presented by the Company may not be comparable to similarly titled measures
of other companies.
A reconciliation of net income to EBIDTA and Adjusted EBITDA is presented below:
In thousands of US dollars
2016
2015
Net Income
Finance costs
Depreciation and amortization of intangible assets
Income tax expense
EBITDA
Add back:
Share-based compensation attributed to changes in share price
Adjusted EBITDA
13,822
2,830
10,343
2,650
29,645
887
30,532
13,282
2,296
9,595
4,776
29,949
6,184
36,133
RESULTS OF OPERATIONS – For years ended December 31, 2016 compared to 2015
NET SALES
Consolidated net sales for the year ended December 31, 2016 decreased 12.2% to $267,628 and were down across all business
segments compared to 2015. The decrease in Rubber Compounding was due to a drop in volume and raw material prices, where
savings are passed through to customers. Sales within Engineered Products were down due to a decrease in the defense business
while the industrial business achieved close to double digit growth over the prior year. In the Automotive segment, the decline in
net sales was largely due to the completion of a large production program in muffler hangers in the second half of the year.
In thousands of US dollars
Net Sales
(Decrease) $
(Decrease) %
2016
2015
Rubber
Compounding
Engineered
Products
79,954
110,476
(30,522)
(27.6)
46,572
51,562
(4,990)
(9.7)
Automotive
141,102
142,871
(1,769)
(1.2)
Total
267,628
304,909
(37,281)
(12.2)
Rubber Compounding
Net sales for the year ended December 31, 2016 decreased 27.6% to $79,954, from $110,476 in the same period in 2015. The drop
in net sales was partly due to an 11.8% decline in raw material prices, where savings are passed on to customers. In addition, volume
(measured in pounds shipped) decreased 25.9% compared to last year. The decrease was due to softness in demand in the conveyor
belt, chemical and mining sectors, which were partly offset by increases in the off the road ("OTR") and defense sectors.
Tolling volumes for the year ended December 31, 2016 decreased 48.1% compared to 2015. The decrease was in the conventional
tolling applications and was partly offset by an increase in niche tolling. Tolling rates, on the other hand, increased 32.1% over 2015.
Engineered Products
Net sales in the Engineered Products segment for the year ended December 31, 2016 decreased 9.7% to $46,572, compared to
the same period last year. The Engineered Product segment is comprised of the industrial products and defense businesses. Net
sales reflect the repositioning of fireboots from the industrial business to the defense business in 2016.
Net sales in the industrial business increased $1,940, which was more than offset by a decrease in the defense business of $6,930.
The increase in the industrial business was principally in the track sector. The decrease in the defense business was largely due to
a drop in sales activity following the completion of a 2015 contract in the boot product line which was only partially offset by improved
net sales in the glove, mask and shelter product lines. In addition, two major contract delays in 2016 resulting from customer
specification changes delayed the delivery of these contracts, which are now expected to ship in the second half of 2017.
A N N U A L R E P O R T
13
2016
MD&A (cont’d)
RESULTS OF OPERATIONS – For years ended December 31, 2016 compared to 2015
Automotive
For the year ended December 31, 2016, net sales for the Automotive segment decreased moderately by 1.2% from 2015, to
$141,102. The decrease was primarily in the muffler hangar product line as a result of the end of production under a large program
in the second half of the fiscal year. Management is actively seeking to minimize the impact between the completion of sizable
production programs and the commencement on newer programs and is seeking additional opportunities in the market place. The
decrease in the muffler hangar product line was partially offset by increased net sales in induction bonding, which grew by 12.5%,
and dampers and bushings where growth was reflective of the increased demand in the light truck sector.
GROSS PROFIT
For the year ended December 31, 2016, consolidated gross profit was $46,596 (17.4% of net sales) compared to $55,334
(18.1% of net sales) in 2015. The decrease in gross profit was due to lower sales across the three business segments, which
more than offset the successful operational efficiency and expense control initiatives across the Company.
In thousands of US dollars
Gross Profit
(Decrease) $
% net of sales
2016
2015
2016
2015
Rubber
Compounding
17,716
22,261
(4,545)
22.2
20.2
Engineered
Products
8,622
10,353
(1,731)
18.5
20.1
Automotive
20,258
22,720
(2,462)
14.4
15.9
Total
46,596
55,334
(8,738)
17.4
18.1
Rubber Compounding
For the year ended December 31, 2016, gross profit for Rubber Compounding decreased $4,545 to $17,716 (22.2% of sales)
from $22,261 (20.2% of sales) for the comparable period in 2015. The decrease was largely due to the drop in net sales for
the reasons discussed above and partly offset by cost reduction initiatives, including productivity improvements and better
control over raw material purchases.
Engineered Products
Gross profit for the year ended December 31, 2016 in the Engineered Products segment decreased $1,731 to $8,622 (18.5% of sales)
compared to $10,353 (20.1% of sales) in 2015. The drop is reflective of the decrease in net sales described above as well as the change
in product mix. In addition, the first half of the fiscal year was marked by labour inefficiencies related to production transferred in 2015
to Acton Vale, Quebec from Vermont which further dampened margins. Management has taken initiatives in 2016 to improve these
inefficiencies and, as expected, improvements in the second half of the fiscal year were achieved. The Company has also begun
further cost reduction efforts in both the industrial products and defense business which are expected to carry through 2017.
Automotive
Gross profit for the year ended December 31, 2016 was $20,258 (14.4% of net sales) compared to $22,720 (15.9% of net sales)
in 2015. The decrease was principally due to lower volumes and product mix.
OPERATING EXPENSES
Consolidated operating expenses for the year ended December 31, 2016 decreased $7,686, to $27,294, compared to the same
period in 2015. The decrease was principally due to one-time expenses in 2015 related to share-based compensation expenses
($5,297), restructuring costs associated with the acquisition of Immediate Response Technologies, LLC ("IRT") ($1,304), and
expenses associated with the closure of the Vermont plant ($1,134).
As a percentage of net sales, operating expenses for the year ended December 31, 2016 decreased to 10.2% from 11.5% in 2015.
In thousands of US dollars
Operating Expenses
2016
2015
Increase (decrease) $
% net of sales
2016
2015
Rubber
Compounding
5,896
7,424
(1,528)
7.4
6.7
Engineered
Products
10,228
10,818
(590)
22.0
21.0
Unallocated
Automotive Corporate Costs
2,785
8,359
(5,574)
N/A
N/A
8,385
8,379
6
5.9
5.9
Total
27,294
34,980
(7,686)
10.2
11.5
Rubber Compounding
Rubber Compounding's operating expenses for the year ended December 31, 2016 were down 20.6% to $5,896 compared to
$7,424 in 2015. The decrease was principally due to lower administrative costs and a specific provision of $431 for doubtful
accounts taken in 2015. There were no such provisions required to be taken in 2016.
Engineered Products
Operating expenses for the year ended December 31, 2016 in Engineered Products decreased $590 compared to the same
period last year. The decrease was largely due to certain one-time costs incurred in 2015, of which $1,304 related to acquisition
costs for the purchase of IRT and $1,134 related to restructuring expenses associated with the closure of the Vermont plant, as
well as certain rightsizing initiatives further contributed to the decrease. These decreases were partly offset by a full year of
operating expenses for IRT in 2016 compared to six months in 2015.
Automotive
Operating expenses for the year ended December 31, 2016 were relatively flat at $8,385 compared to $8,379 in 2015. Higher
recruitment and administration costs were partly offset by lower bad debt expenses as a result of improvements in collections.
14
AirBoss of America Corp.
MD&A (cont’d)
RESULTS OF OPERATIONS – For years ended December 31, 2016 compared to 2015
Unallocated Corporate Costs
Unallocated corporate costs decreased by $5,574 from 2015, primarily as a result of lower share-based compensation expense
of $5,297.
FINANCE COST
In thousands of US dollars
Finance cost
2016
2015
Increase (decrease) $
% of net sales
2016
2015
Rubber
Compounding
4,727
3,582
1,145
5.9
3.2
Engineered
Products
15
14
1
0.0
0.0
Unallocated
Automotive Corporate Costs
(1,912)
(1,310)
(602)
N/A
N/A
-
10
(10)
-
0.0
Total
2,830
2,296
534
1.1
0.8
Finance costs in 2016 were $2,830 (2015: $2,296). The increase in expense was primarily due to the timing of increased
borrowing levels as a result of the IRT acquisition.
INCOME TAX EXPENSE
The Company recorded an income tax expense of $2,650 (2015: $4,776) or an effective income tax rate of 16.09% (25.92% in
2015). The statutory rate in Canada in 2016 was 26.5%.
The Company conducts business in the US and in Canada. Each jurisdiction is subject to different tax rates and the Company’s
effective tax rate varies depending on the mix and volume of business in each jurisdiction, as well as the impact of incentives,
effect of permanent differences and the resolution of prior period tax assessments.
In thousands of US dollars
Expected AirBoss of America Corp. statutory rate
Foreign rate differential
Effect of permanent differences
Filing differences
Other
Actual tax
Tax expense
Rate
2016
4,365
69
(1,542)
(256)
14
2,650
2015
4,765
607
(582)
42
(56)
4,776
2016
26.50%
0.42%
(9.36%)
(1.55%)
0.08%
16.09%
2015
25.00%
3.28%
(3.14%)
0.23%)
0.55%
25.92%
NET INCOME AND EARNINGS PER SHARE
Net income in 2016 amounted to $13,822, compared to $13,282 in 2015. The basic and fully diluted net earnings per share were
$0.60 (2015: $0.58) and $0.59 (2015: $0.56) based on basic and fully diluted shares outstanding of 23,061,534 (2015: 23,019,130)
and 23,555,978 (2015: 23,544,976), respectively. The increase is primarily attributable to lower restructuring costs, acquisition
expenses, share-based compensation and tax expense, partly offset by lower gross margin and higher financing costs.
QUARTERLY INFORMATION
In thousands of US dollars
Quarter Ended
2016
December 31, 2016
September 30, 2016
June 30, 2016
March 30, 2016
2015
December 31, 2015
September 30, 2015
June 30, 2015
March 30, 2015
Net Sales
Net Income
Net Income per share
Basic
Diluted
63,040
66,666
67,455
70,467
73,576
77,513
76,964
76,856
1,401
3,115
4,965
4,341
3,688
4,036
2,378
3,180
0.06
0.13
0.22
0.19
0.16
0.18
0.10
0.14
0.06
0.13
0.21
0.19
0.16
0.17
0.10
0.14
Itemsimpactingcomparabilityofquarters
• The fourth quarter of 2016 was impacted by the write-off of the convertible promissory note in other assets of $275 and $48
of restructuring costs.
• The third quarter of 2016 was impacted by $34 of restructuring costs.
• The second quarter of 2016 was impacted by $121 of restructuring costs.
• The first quarter of 2016 was impacted by $94 of restructuring costs.
Fourth Quarter 2016 Results
In the fourth quarter of 2016, the company continued to face similar pressure on net sales as experienced in the first three quarters:
NET SALES
Consolidated net sales in the fourth quarter of 2016 decreased by 14.3% to $63,040 from $73,576 last year and were down in
all segments.
A N N U A L R E P O R T
15
2016
MD&A (cont’d)
Rubber Compounding
Net sales for Rubber Compounding for the quarter declined 20.2% to $18,518 from $23,202 in the same period last year.
The decrease in net sales was partly due to a 4.9% decline in raw material prices, where the savings were passed onto
the customers. Volume (measured in pounds shipped) also contributed to the decrease and was down 26.2%. The decrease
was primarily in the conveyor belt and conventional tolling, as well as with our chemical distribution business, with some
improvements in OTR, mining and industrial sectors.
Tolling volumes for the quarter dropped 62.3% compared to last year.
Engineered Products
Engineered Products 2016 fourth quarter net sales decreased by 17.9% to $11,900 compared to last year. A $3,409 decrease
in net sales for the defense business was partially offset by an $816 increase in the industrial business. The decrease in the
defense business was principally due to the overboots product line following completion in 2015 of a major contract. In
addition, net sales were down in Power Air Purifying Respirators (“PAPR”), which was partially offset by increases in the glove
and mask product lines. The increase in the industrial business was mainly due to higher sales in the track sector.
Automotive
For the three month period ended December 31, 2016, net sales in the Automotive segment decreased 9.1% to $32,622
from $35,881 in 2015, due to softness in the majority of its product lines.
GROSS PROFIT
Consolidated gross profit in the fourth quarter of 2016 decreased to $8,881 (14.1% of net sales) from $13,337 (18.1% of net
sales) compared to the same period in 2015 as a result of lower net sales and an inventory adjustment in the Automotive segment.
Rubber Compounding
For the three months ended December 31, 2016, gross profit at Rubber Compounding was $3,734 (20.2% of net sales)
compared to $5,482 (23.6% of net sales) in 2015. The decrease was due to the drop in net sales described above.
Engineered Products
Gross profit for the quarter at Engineered Products was down $819 to $2,031 (17.1% of net sales) compared to $2,850
(19.7% of net sales) in 2015. The decrease was mainly due to the drop in net sales in the defense business which was
partially offset by increased sales in the industrial business and efficiency improvements related to absorption of production
activities into Acton Vale, Quebec as a result of the closure of the Vermont plant in 2015.
Automotive
Gross profit for the three month period ended December 31, 2016 decreased $1,889 to $3,116 (9.6% of net sales)
compared to $5,005 (13.9% of net sales) for the comparable period in 2015. The decrease was mainly attributable to lower
volumes and product mix.
OPERATING EXPENSES
Consolidated operating expenses decreased by $83 compared to the fourth quarter in 2015. This was primarily due to $383 of
lower restructuring costs incurred by Engineered Products in 2015 that didn't reoccur in 2016, and partially offset by higher
research and development costs net of tax credits of $122 and higher foreign exchange losses of $191.
INCOME TAX EXPENSE
Tax expense decreased by $1,915 as a result of lower income before tax and as a result of having used all tax losses in the US
allowing the Company to be eligible for a reduced rate as a manufacturer in the US.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company expects to fund its 2017 operating cash requirements, including required working capital investments, capital
expenditures and scheduled debt repayments from cash on hand, cash flow from operations and committed borrowing
capacity. The Company’s operating revolving loan facility provides financing up to $60,000 (2015: $60,000). No amount was
drawn against this facility at December 31, 2016.
For the period ended December 31, 2016, $29,740 of cash was provided by operations, (2015: $22,961), $5,614 (2015: $46,583)
was used for investing activities and $8,091 (2015: $22,468 provided by) was used in financing activities. Cash and cash
equivalents increased by $16,010 from $11,961 to $27,971 adjusted for the effect of exchange rate fluctuations on cash held.
Operating activities
The factors contributing to the changes in cash from operating activities compared to 2015 include:
• higher profit for the year of $540 primarily related to lower share-based compensation expense, restructuring costs, and
acquisition expenses; and
• cash provided by working capital was $3,350 (2015: $1,646 used for) for the period ended December 31, 2016.
Accounts receivable increased by $242. 76% of outstanding receivables are within credit terms, which is consistent with
December 31, 2015 balances.
Inventory at Rubber Compounding has decreased by $1,962 due to timing of purchase deliveries and lower raw materials costs.
Inventory at Automotive decreased $2,219 reflecting the inventory adjustment and management’s focus on inventory
management initiatives and increased at Engineered Products by $356.
Prepaid expenses increased $923 reflecting higher prepaid inventory at Rubber Compounding and higher prepaid expenses at
Automotive compared to the prior year.
Accounts payable increased $693 due to timing of payments.
Income tax paid was $1,775, $1,251 lower than taxes paid in 2015.
The Company paid interest of $2,334 in 2016 (2015: $1,733).
16
AirBoss of America Corp.
MD&A (cont’d)
Investing Activities
Acquisitionofsubsidiary
On July 24, 2015, the Company, through its wholly-owned subsidiary AirBoss-Defense Inc., acquired all of the membership
interests of IRT for $35,849 financed with new term debt under its existing credit facilities.
Property,PlantandEquipment
In 2016, Rubber Compounding invested $252 in North Carolina’s equipment for utilization improvement projects and $16 on mixer
replacement efforts to support growth. In Kitchener, $284 was invested in operational efficiencies, and $2,384 to replace capital
and manufacturing equipment.
Engineered Products invested $1,511 in property, plant and equipment. Of this, $509 was invested in growth support initiatives,
$73 on cost savings efforts, $753 to replace industrial machinery and equipment, and $176 mainly to support health and safety
and product research. In 2016, Engineered Products' capital investment was offset by a reduction in capital assets of $1,272 in
respect of provincial tax credits.
Automotive invested $1,074 to purchase machinery and equipment for growth initiatives, $364 to replace existing machinery and
upgrade system requirements, $205 mainly to support cost saving and environmental initiatives, and $221 mainly to support health
and safety.
Corporate invested $6 in sustaining capital.
Intangibleassets
The Company invested $87 in software to support customer requirements, management, costing maintenance and ancillary systems.
Financing activities
During 2015, the Company amended its senior secured credit facilities to, among other things, increase the availability to
approximately $138,000, extend the maturity of the facilities and increase flexibility under the governing credit agreement to
support future growth opportunities.
The Company’s current credit facilities is comprised of a $60,000 revolving facility, a term loan of $75,000 (consolidating the two
prior outstanding acquisition financing loans with interest at LIBOR plus applicable margins from 175 to 275 basis points, depending
on covenants), a term loan of approximately C$5,000 and an accordion feature of up to an additional $50,000 of availability, upon
the satisfaction of customary conditions for such features. The maturity dates of the revolving credit facility and the US$ term loan
were extended from October 2018 to December 2020, while the maturity date of the C$ term loan remains at October 2018.
Deferred financing fees, less accumulated amortization have been deducted against the term loan for presentation purposes.
In 2015, deferred financing fees of $247 relating to the $38,000 term debt loan to acquire IRT were incurred. Deferred financing
fees of $958, in regards to the amended agreement (dated December 10, 2015) were incurred. Deferred financing fees of $282,
which includes a write-down of $148 in regards to the original credit agreement (dated October 2013) were expensed.
The fees are being amortized over 5 years and $265 (2015: $15) has been amortized and is included in finance costs.
Interest expense in 2016 on the term loans was $2,239 (2015: $1,575).
Commitments and contractual obligations
The Company’s contractual obligations as at December 31, 2016 are summarized below:
Term loan and other debt
Operating leases - equipment
Operating leases - premises
Purchase obligations
Total
2017
4,009
127
1,602
718
6,456
2018
8,356
67
1,602
-
10,025
PaymentsDueIn
2019
5,625
24
1,360
-
7,009
2020
56,250
8
432
-
56,690
2021
Thereafter
-
-
396
-
396
-
-
-
-
-
Total
74,240
226
5,392
718
80,576
The Company has inventory purchase commitments at the end of 2016 for its Engineered Products and Rubber Compounding
business segments of $718 and $nil (2015: $3,059 and $735) respectively. The Automotive segment had no inventory purchase
commitments at the end of 2016 and 2015.
Government assistance
During 2016, Rubber Compounding recognized grants of $60 (2015: $19); Engineered Products recognized grants of $70 (2015:
$498); and Automotive recognized grants of $13 (2015: $nil) to support certain initiatives which were offset against expenses.
Scientific research and investment tax credits of $617 (2015: $489) were recognized in 2016; research and development costs
were reduced accordingly. In addition, $1,272 (2015: $213) was recognized as a reduction to capital assets in respect of provincial
tax credits.
Dividends
A quarterly dividend of $0.065 per share was declared on November 14, 2016 and paid on January 12, 2017. Total dividends
declared during 2016 were $0.255 per common share compared to $0.24 per common share in 2015.
Outstanding shares
As at March 16, 2017 the Company had 23,074,183 common shares outstanding.
A N N U A L R E P O R T
17
2016
MD&A (cont’d)
TRANSACTIONS WITH RELATED PARTIES
Included in the operating lease commitments was a rental agreement for corporate office space between the Company and a
company controlled by the CEO and Chairman of the Company. The monthly lease rate approximates fair market rental value.
During the year, the Company paid rent for the corporate office of $136 (2015: $143).
During the year, the Company paid fees for the use of a facility in South Carolina of approximately $21 (2015: $22) to a company
in which the CEO and Chairman is an officer.
In addition, during the year, Flexible paid rent of $1,170 to a company controlled by the former President of Automotive for its
office and manufacturing facilities (2015: $1,115).The lease provides for monthly payments equivalent to an annual rental of
$1,170 and expires in 2019.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Key management includes directors (executive and non-executive), CEO, President, CFO and divisional presidents. The compensation
expense to key management for employee services is shown below:
December31
In thousands of US dollars
Salaries and other short term benefits
Pension/Post-employment benefits
Share-based payment expense
2016
2,217
45
775
3,037
2015
2,211
43
5,402
7,656
The amounts disclosed in this table are the amounts recognized as operating expenses for accounting purposes during the
period and do not necessarily represent amounts receivable or received in cash.
Key management and directors own 25.6% of the outstanding common shares.
In April 2014, the Company invested $550 in the form of a convertible promissory note in a company of which the Deputy
Chairman of the Company is the chairman. This note can be converted to an equity interest under the following conditions: (1)
if the company has completed “qualified financing” raising $1 million in gross proceeds (excluding the Company’s loan); (2) if
no “qualified financing” takes place prior to the maturity date, the Company has the option to convert into common stock within
60 days prior to the maturity date of the note. In 2016, the Company agreed to amend the terms of the promissory note to
increase the interest rate of the loan to 15% per annum and extend the maturity date to April 11, 2017, at which time the principal
and accrued interest on the note will be due and payable unless the note is converted or the loan is prepaid at an earlier date.
The convertible promissory note is accounted for as a loan receivable with separation of the conversion options that represent
embedded derivatives. The loan is initially recognized at its fair value by discounting future cash flows at market interest rate
for similar financial debt without the conversion options and is subsequently measured at amortized cost. The embedded
derivatives are accounted for at fair value, which is currently considered nominal.
During 2016, a full provision was recorded against the convertible promissory note and any accrued interest. No interest was
recorded on the statement of income for 2016 and 2015.
During 2014, the Company provided share purchase loans of CAD $1,000 each to both the President and former Chief Financial
Officer to purchase common shares of the Company. The share purchase loans are due upon the earlier of the disposition date
of all or proportionate to any part of the pledged securities or November 24, 2019. During the second quarter of 2016, the
outstanding share purchase loan of $764 (CAD $1,000) was repaid in full by the former Chief Financial Officer. During the
fourth quarter of 2016, the Company provided share purchase loans of CAD $250 each (in aggregate $372) to the new Chief
Financial Officer and Senior Executive Vice President, Corporate. These loans are due upon the earlier of the disposition date
of all or proportionate to any part of the pledged securities or December 20, 2021. All share purchase loans bear interest at
1% annually with full recourse and interest is due and payable semi-annually. In total, 143,000 shares of the Company having
a fair value of $1,262 were pledged as collateral on these three loans. At December 31, 2016, the promissory notes of $1,119,
including accrued interest of $12, were included in other assets. During the year, interest of $12 (2015 $16) was paid.
NEW STANDARDS AND INTERPRETATIONS ADOPTED AND NOT YET ADOPTED
ADOPTED
On December 18, 2014 the IASB issued amendments to IAS 1 “Presentation of Financial Statements” (“IAS 1”) as part of its
major initiative to improve presentation and disclosure in financial reports (the “Disclosure Initiative”). Effective January 1, 2016,
the Company adopted the IASB issued amendments to IAS 1 "Presentation of Financial Statements." The adoption of these
amendments had no significant impact on the financial statements.
NOT YET ADOPTED
In July 2014 the IASB finalized IFRS 9, “Financial Instruments” (“IFRS 9”). The new standard includes revised guidance on the
classification and measurement of financial assets and liabilities, and hedge accounting. IFRS 9 is effective for annual periods
beginning on or after January 1, 2018. The Company is currently assessing the impact of the new standard on its consolidated
financial statements and does not expect the adoption of this standard to have a material impact on the financial statements.
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”). The new standard provides a
comprehensive framework for recognition, measurement and disclosure of net sales from contracts with customers, excluding
contracts within the scope of the standard on leases, insurance contracts and financial instruments. IFRS 15 is effective for
annual periods beginning on or after January 1, 2018, and is to be applied retrospectively. Early adoption is permitted. The
Company is currently assessing the impact of the new standard on its consolidated financial statements.
On January 13, 2016 the IASB issued IFRS 16 “Leases”. This standard introduces a single lessee accounting model and requires
a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of
low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease
liability representing its obligation to make lease payments. This standard substantially carries forward the lessor accounting
requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease accounting
model have been impacted, including the definition of a lease. Transitional provisions have been provided. These amendments
will not require any significant change to current practice, but should facilitate improved financial statements disclosures. IFRS
16 is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS
15 Revenue from Contracts with Customers at or before the date of initial adoption of IFRS 16. IFRS 16 will replace IAS 17
Leases. The Company is currently assessing the impact of these amendments on its consolidated financial statements.
18
AirBoss of America Corp.
MD&A (cont’d)
CRITICAL ACCOUNTING ESTIMATES
The Company’s preparation of financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses. The Company’s estimates are based upon historical experience
and on various other assumptions that are believed to be reasonable under the circumstances. The results of the Company’s
ongoing evaluation of these estimates form the basis for making judgments about the carrying value of assets and liabilities
and the reported amounts for revenues and expenses. Actual results may differ from these estimates under different
assumptions. These estimates and assumptions are affected by management’s application of accounting policies.
The Company’s critical accounting policies are those that affect our Consolidated Financial Statements materially and involve
a significant level of judgment by the Company. A summary of the significant accounting policies, including critical accounting
policies, is set forth in Note 3 to the Consolidated Financial Statements. The Company’s critical accounting estimates include
valuation of accounts receivable and inventory, valuation of goodwill and other long-lived assets, accounting for income taxes,
and government assistance.
Valuation of Accounts receivable
There were no significant provisions for accounts receivable recognized in 2016.
Valuation of inventory
The majority of the Company’s products are manufactured against orders and inventory on hand is primarily raw materials or
finished goods awaiting shipment or customer release.
A provision for obsolete inventory is established based on materials on hand that can no longer be used for customer orders
based on a review of historical and forecasted sales, as well as a technical review to see if such materials can be reworked.
Management reviews the carrying cost of its inventory to ensure it is measured at the lower of cost and net realizable value
by examining current replacement cost and the quoted pricing to customers over the estimated time frame to consume the
inventory on hand and irrevocable commitments.
The Company’s provision for obsolete inventory and the write-down of inventory to net realizable value may require an
adjustment should any of the above factors change.
At December 31, 2016, a reserve for impaired inventory in Rubber Compounding represents $493 (2015: $506). Engineered
Products maintains a provision of $513 (2015: $482) related to certain styles and sizes of protective wear. Automotive
recognized $180 (2015: $144) as a reserve for impaired inventory.
Valuation of Goodwill
The Company reviews and evaluates goodwill for impairment when an indicator of impairment exists in the associated cash
generating units, but at least on an annual basis. In determining whether impairment has occurred in one of the Company’s cash
generating units, management compares the cash generating unit’s carrying value to its recoverable amount based on value in
use. Value in use was determined by the future cash flows generated from the continuing use of the unit. The calculations are most
sensitive to the discount rate and growth rate. Determination of growth rate is based on a number of assumptions arising from
the most current financial performance of each cash generating unit, the upcoming annual budget for each reporting unit and the
historical variability of earnings. Other factors, such as any foreign exchange volatility and volatility in world markets for rubber and
carbon black can also materially alter our expectations. Accordingly, management’s judgment is required to determine whether
these factors at any one point in time and in light of business initiatives, suggest a major change, positive or negative, to the
prospects of the business and, therefore, to the valuation of goodwill. No impairment charge was required in 2016 or 2015.
Other Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events or changes in economic and other
circumstances indicate that the carrying value of such assets may not be fully recoverable. The net recoverable value of an
asset, or cash generating unit, is calculated as the higher of an asset’s or cash generating unit’s fair value less costs to sell
and its value in use. Future net cash flows are developed using assumptions that reflect the planned course of action for an
asset given management’s best estimate of the most probable set of economic conditions. Inherent in these assumptions are
significant risks and uncertainties. In the view of management, there are no indicators of impairment based on assumptions
which they believe to be reasonable and no impairment charge was recorded in 2016 and 2015.
Accounting for Income Taxes
The provision for income taxes is calculated based on the expected tax treatment of transactions recorded in the Consolidated
Financial Statements. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for
the current year and future tax liabilities and assets for the future tax consequences of events that have been recognized in the
Consolidated Financial Statements or tax returns. In determining both the current and deferred components of income taxes, the
Company interprets tax legislation in a variety of jurisdictions, as well as makes assumptions about the expected timing of the reversal
of deferred tax assets and liabilities and recognition of deferred tax assets is based on a probable criteria. If its interpretations differ
from those of tax authorities or if the timing of reversals is not as anticipated, the provision or relief for income taxes could increase
or decrease in future periods. Additional information regarding our accounting for income taxes is contained in Note 15 to the
Consolidated Financial Statements. Deferred tax assets have been recorded relating to loss carry-forward amounts as management
believes it is more likely than not that these will be used before expiration.
Government Assistance
Management evaluates its best estimates of the amount of government grants recoverable at each reporting date as an offset
against the related expense or capital expenditure, under the terms of agreements or based on its interpretation of existing
government programs. If its interpretations differ from those of the relevant tax authorities or program administrators, the
amount recoverable may increase or decrease in future periods.
A N N U A L R E P O R T
19
2016
MD&A (cont’d)
FINANCIAL INSTRUMENTS
Foreign exchange hedge
At December 31, 2016, the Company had contracts to sell US $8,937 in 2017 for CAD $12,000. The fair value of these contracts,
representing a loss of $58 was recorded in 2016 on the statement of financial position included in trade and other payables,
including derivatives and changes in fair value recorded on the statement of income as expense. There were no forward contracts
outstanding at December 31, 2015.
Interest rate swap
During 2015, the Company entered into an interest rate swap agreement for a notional amount of $22.5 million. Swap interest
is calculated and settled on a monthly basis based on the difference between the floating rate of USD LIBOR and the fixed rate
of 0.98%. The swap agreement matures on February 27, 2017.
During 2016, the net interest expense of the swap agreement was $125 and $125 was paid (2015: $180 and $196 was paid).
For the year ended December 31, 2016, the fair value of this agreement, representing a loss of $11, (2015: loss of $73) is
recorded on the statement of financial position included in loans and borrowings and changes in fair value are recorded on the
statement of income as finance costs.
The Company has entered into this interest rate swap agreement in order to fix the interest rate on a portion of its term loan
and it does not intend to hold for trading or speculation purposes.
RISK FACTORS
Impact of Economic Cycle
The demand for the Company’s products can vary in accordance with general economic cycles and the economic conditions of
the industry sectors that are served by the Company. In addition, a number of such industry sectors are cyclical in nature. The
Company is particularly sensitive to trends in the automotive, tire, energy generation, construction, mining and transportation
industries because these industries are significant markets for the Company’s business and are highly cyclical. In a severe
economic slowdown, prices for coal, copper and other mined materials may fall, affecting demand for conveyor belting, off-road
retread tires and other rubber products manufactured by our customers from rubber compounds manufactured by the Rubber
Compounding segment. The global automotive industry is also cyclical, with the potential for regional differences in timing of
expansion and contraction. A significant decline in automobile production volumes for the North American market from current
levels could have a material adverse effect on the profitability of our Automotive segment. In the defense business line of
Engineered Products, the timing and size of orders from government defense departments worldwide is highly dependent on the
political climate in the applicable jurisdiction, the broader geopolitical climate and their impact on defense budgeting and spending.
Political Uncertainty and Policy Change
Certain of the business sectors in which we and our customers operate, particularly in the automotive and defense businesses, are
highly globalized industries. Election of protectionist governments or implementation of protectionist trade policies could negatively
impact the movement of goods, services and people across borders, including within North America. Uncertainty created by rapidly
changing political circumstances may impact our ability to plan effectively for our businesses over the short- and medium-terms, until
such time as policy changes or new laws, if any, are implemented. For example, such uncertainty may affect plans relating to
establishing operations in new locations (directly or through joint ventures) or potential acquisitions. A material variation between
our planning assumptions and actual outcomes could have a material adverse effect on our profitability and financial condition.
Dependence on Key Customers and Contracts
From time to time, a significant portion of the Company’s sales for a given period may be represented by a relatively small
number of customers. Net sales from one customer represent approximately 9% (2015: 8%) of the Group’s total net sales in
2016. Five customers represented 31% (2015: 32%) of the Company’s total net sales in 2016. While the Company continues
to work on diversification of its customer base in all segments, there is no assurance of continued success and shifts in market
share away from these top customers could adversely impact our profitability.
Raw Materials and Inventory
The Company depends on various outside sources of supply for raw materials used in the production of its products, the price
and availability of which are subject to market conditions. As a result, any shortage of such raw materials could potentially delay
delivery of our products, increase our costs and decrease profitability. The Company maintains multiple supply sources in
different areas of the world to mitigate the risk of shortages or price increases experienced in certain, but not all, markets.
However, there can be no assurance that such multiple supply sources can be maintained in the future and multiple sources
cannot overcome a global shortage in a particular raw material, should one occur.
Historically, raw material markets have been extremely volatile with key materials doubling or halving in price within a relatively
short period, and the Company does not expect such volatility to cease. Excess inventory or shortages of raw material could
prove costly to the Company in these markets.
The Company does not have long-term supply contracts with its suppliers and purchases most raw materials on a purchase
order basis. The price of many raw materials, such as, natural rubber, carbon black and synthetic rubber, ethylene propylene
diene monomer (“EPDM”) and silicone is directly or indirectly affected by factors such as exchange rates and the price of oil
and, in the case of natural rubber, weather conditions that impact harvest seasons. Although the Company attempts to pass
price changes in raw materials on to its customers, it may not always be able to adjust its prices, especially in the short-term,
to recover the costs of increased raw material prices. Conversely, if raw material prices decrease significantly and rapidly, the
Company may be at risk to recover the cost of any inventory purchased based on demand at higher prices.
The following table approximates the financial impact (assuming changes are not passed along to its customers) on the
Company of a 10% increase in the cost of its most critical raw materials based upon purchases made in the respective years:
$Millions
Natural and synthetic rubber
Carbon black
EPDM
Silicone
20
Earnings before tax
2016
2015
(1.60)
(0.72)
(0.58)
(0.90)
(3.80)
(2.06)
(1.24)
(0.68)
(1.02)
(5.00)
AirBoss of America Corp.
MD&A (cont’d)
Weather
The Company uses natural rubber in the manufacture of certain rubber products. Weather conditions impact the harvesting
season and supply of natural rubber.
Certain products are acquired overseas by ocean freight. Weather conditions can impact timely delivery.
Competition and Price Pressure
The Company competes directly against major North American and international companies in the custom rubber compounding,
automotive and industrial rubber product market segments. Some of these companies have strong established competitive
positions in these markets and may be sheltered by domestic tariffs. In the case of rubber compounding, the industry leader
may have greater resources, both financial and technical, than the Company and has long-standing relationships with some of
the Company’s prospective customers using well-established marketing and distribution networks. Furthermore, customers of
several industry sectors are price sensitive and thus, certain of the more commodity-like products in our businesses can be
affected by severe price pressure, which in turn could adversely impact our profitability in those areas.
Contract-related Risks
Contracts from many of our customers, particularly in Rubber Compounding and Automotive, consist of individual purchase
orders or blanket orders under umbrella supply agreements. In these cases, there is no obligation on any customer to continue
to issue individual purchase orders and most umbrella supply agreements do not impose minimum purchase requirements
and also permit the customer to terminate blanket orders at any time. The termination of blanket orders could result in the
Company incurring various pre-production, engineering and other costs that we may not recover from our customer and which
could have an adverse impact on our profitability. In addition, it is difficult to predict accurately when opportunities to win contract
awards for defense products from Canadian, United States or other foreign governments will arise and how long the contract
tender to award and subsequent commencement of production process will take. A prolonged tender process without a
corresponding award could also result in the Company incurring various pre-production, engineering and other costs that we
may not recover and which could have an adverse impact on our profitability.
Currency Exposure
The Company has revenues and expenses denominated in both Canadian (“CAD”) and US (“USD”) dollars. In addition, the cost
to the Company of certain key raw materials and other expense items and the competitiveness of prices charged by the
Company for its products will be indirectly affected by currency fluctuations. Changes in the value of the Canadian dollar relative
to the US dollar could have a material positive or adverse effect on the Company’s results of operations.
The Company reviews its currency exposure positions from time to time and reacts accordingly by increasing or decreasing the
proportion of operating or term loan denominated in CAD funds as a natural balance sheet hedge or establishing forward
contracts to purchase CAD funds to manage its foreign exchange risk related to cash-flow. However, there is no assurance that
such strategies will be successful or cost effective and the profitability of the Company’s business could be adversely affected
by currency fluctuations. The following table approximates the following impact on the Company of a $0.10 decrease in the value
of one CAD dollar in the Company’s USD functional currency (million):
$Millions
Sales (1)
Purchases (2)
Earnings before tax
2016
2015
(2.8)
4.4
(2.5)
6.3
(1) Based upon Canadian dollar-denominated sales in 2016.
(2) Based upon combined 2016 Canadian purchases and expenses.
Health, Safety and the Environmental
The Company’s operations are subject to extensive health, safety and environmental (HSE) regulations by federal, provincial,
state and local authorities. The Company employs individuals who undertake manufacturing activity and handle various
substances in its manufacturing process, the nature of which may expose the Company to risks of causing or being deemed
to have caused injury or environmental or other damages. The Company regularly assesses its policies and procedures relating
to workplace safety in its production facilities. While its use of potentially hazardous materials is limited, the Company ensures
that its operations are conducted in a manner that minimizes such risks and maintains insurance coverage considered
reasonable by management. To date, no regulatory authority has required the Company to pay any material fines or remediation
expenses in connection with any alleged violation of HSE regulation. However, there can be no assurance that future personal
injury or environmental damage will not occur or that personal injury or environmental damage due to prior or present practices
will not result in future liabilities. While management believes that the Company is in substantial compliance with all material
HSE government requirements relating to its operations, changes in government laws and regulations are ongoing and may
make HSE compliance increasingly expensive. It is not possible to predict future costs, which may be incurred to meet
environmental obligations.
Product Liability and Warranty Claims
As a manufacturer of rubber-based and other products, the Company faces a risk of product liability and warranty claims from its
direct customers and, in some cases, from end-users of its products. Although the Company carries commercial general liability
insurance of the types, and in the amounts it believes to be reasonable by industry standards, any claim which is successful and
is not covered by insurance or which exceeds the policy limit could have a material adverse effect on the Company.
Capacity and Equipment
The rubber compounding facilities have an annual capacity to produce approximately 400 million turn pounds.
The Company remains committed to continuous maintenance and upgrading of its equipment. Critical equipment remains not only
in a high state of repair, but is also technologically up to date so that the Company is able to ensure the reliability of supply to its
customers at competitive prices and at a high quality standard.
The Company has also made investments in capacity and efficiency in its Acton Vale operations. In recent years, the Company
purchased molds and injection molding equipment to enhance its presence in protective products, such as CBRN protective gloves,
defense footwear and gas masks. The acquisition of Flexible and IRT increased the number of rubber injection molding presses
and other types of manufacturing and testing equipment.
Should additional equipment be required to fulfill any substantial increases in sales, it can be readily sourced in the market.
A N N U A L R E P O R T
21
2016
MD&A (cont’d)
Production Disruptions
Our production facilities, and those of our subcontractors, are subject to risk of shut-down caused by fire, natural disaster or other
catastrophic event, labour conflicts or other forces or events beyond our control, or could result from a disruption of supply of source
materials from suppliers and sub-suppliers. Any prolonged shut-down of one or more of our production facilities or that of our
subcontractors could result in a materially negative impact on our profitability.
Acquisitions and Integration
As part of our growth strategy, we will continue to pursue acquisitions in areas we have identified as consistent with such strategy.
However, there can be no assurance that we will identify suitable targets for acquisition or be able to acquire suitable targets
successfully. In addition, there is also a risk that the Company may not be able to successfully integrate any acquisition or achieve
all or any of the anticipated synergies of such acquisition or to do so within the anticipated timelines, any of which could adversely
impact our profitability and financial condition.
Key Personnel
The Company’s future success largely depends on its ability to recruit, retain and develop qualified managers and other key
personnel. If key persons leave the Company and successors cannot be recruited or if the Company is unable to attract qualified
personnel, this could have a negative impact on our profitability and financial condition.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the fiscal year of the Company, an evaluation was carried out under the supervision of and with the participation
of the Company’s management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were
effective as of December 31, 2016, the end of the period covered by management’s discussion and analysis, to ensure that material
information relating to the Company and its consolidated subsidiaries would be made known to them by officers within those entities.
The Company’s CEO and its CFO are responsible for establishing and maintaining the Company’s disclosure controls and
procedures. The Disclosure Committee, composed of senior managers of the Company, assists the CEO and CFO in evaluating
the information and appropriateness of material subject to public disclosure.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the most recent period, there have been no changes in the Company’s existing policies and procedures and other
processes that comprise its internal control over financial reporting, that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management has designed internal controls over financial reporting (“ICFR”) to provide reasonable assurance regarding the
reliability of the Company’s financial reporting and its compliance with IFRS in its consolidated financial statements. The
CEO/Chairman and the CFO have supervised management in the evaluation of the design and effectiveness of the Company’s
internal controls over financial reporting as at December 31, 2016 and believe the design and effectiveness of the internal
controls to be effective.
OUTLOOK
Looking ahead to 2017, the Company aims to increase earnings while managing costs and completing a number of initiatives
still in progress from 2016. The key objective of these initiatives is to strengthen the Company’s business platform and the
resources available to its leadership teams. With its strong balance sheet position and cash flow heading into 2017, the
Company is able to invest in information technology and capital expenditures required to support innovation, enhance
operational efficiencies and further strengthen existing controls, as well as the capacity to execute on potential acquisitions. By
further enhancing and standardizing the existing business platform, the Company will be in a position to integrate new business
opportunities more effectively and in a timely manner.
In 2017, Rubber Compounding will continue to work on expanding and diversifying its client base to include more customers
that require more sophisticated and higher margin compounds. This business still has excess capacity, and the goal is to fill it.
Early indications from customers in 2017 have been encouraging, as demand in the OTR and industrial sectors continues to
grow, and activity in the mining and oil & gas sectors are showing signs of improvement over prior years.
The defense business within Engineered Products has started 2017 with a stronger order book than 2016. This is due, in part,
to the anticipated commencement of delivery in the second half of the year on contracts delayed in 2016 as a result of customer-
driven specification changes. In addition, the Company is encouraged by the possibility of improving prospects for defense
spending in certain countries, including the United States, based on proposed policy changes. With the restructuring work
accomplished in 2016, a strong leadership team and ongoing improvement initiatives, the defense business is well positioned
to win awards. However, there can be no certainty as to the timing or nature of government policy changes and their impact on
defense budgeting, nor with respect to timing or size of expected tenders and awards of new business.
Under the leadership of its new president, the Automotive segment’s primary focus in 2017 will be to align engineering and sales
resources for customer support and product development in all markets. Automotive’s platform life-cycle management will be
strengthened by selling more aggressively in its traditional automotive markets, while rolling out campaigns for ancillary markets
where anti-vibration and noise abatement solutions are required, such as industrial and agricultural. However, the uncertainty
created by rapidly changing political conditions that could affect globalized industries, such as automotive, may impact our
ability to realize these objectives and affect our ability to plan effectively until specific policy changes, if any, are announced.
AirBoss is committed to enhance shareholder value by driving sustainable profitable growth. With its strong balance sheet and
ongoing free cash flow reducing debt, the Company remains well positioned to do so in the right circumstances and in a
prudent fashion.
22
AirBoss of America Corp.
Management’s Responsibility for Financial Reporting
The accompanying consolidated financial statements of AirBoss of America Corp. and all the information in the annual report
are the responsibility of management and have been approved by the Board of Directors. The financial statements have been
prepared by management, in accordance with IFRS. When alternate accounting methods exist, management has chosen those
it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based
on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the
financial statements are presented fairly, in all material respects. Management has prepared the financial information presented
in this annual report and has ensured that it is consistent with that presented in the financial statements.
AirBoss of America Corp. maintains systems of internal accounting and administrative controls consistent with reasonable
cost. Such systems are designed to provide reasonable assurance that the financial information is relevant, reliable and accurate
and the Company’s assets are appropriately accounted for and adequately safeguarded.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for reviewing and approving the
financial statements. The Board carries out this responsibility principally through its Audit Committee.
The Audit Committee is appointed by the Board and all members are outside directors. The Committee meets periodically with
management, as well as the external auditors, to discuss internal controls over the financial reporting process, auditing matters
and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities and to review the annual
report, the financial statements and the external auditors’ report. The Committee reports its findings to the Board for
consideration when approving the financial statements for issuance to the shareholders. The Committee also considers the
engagement or re-appointment of the external auditors for review by the Board and approval by the shareholders.
KPMG LLP, the Company’s external auditors, who are appointed by the shareholders, audited the consolidated financial
statements as of and for the years ended December 31, 2016 and December 31, 2015 in accordance with Canadian generally
accepted auditing standards to enable them to express to the shareholders their opinion on the consolidated financial
statements. KPMG LLP has full and free access to the Audit Committee.
March 16, 2017
P.GrenSchoch
Chairman & Chief Executive Officer
DanielGagnon
Chief Financial Officer
Independent Auditors’ Report
TotheShareholdersofAirBossofAmericaCorp.
We have audited the accompanying consolidated financial statements of AirBoss of America Corp., which comprise the
consolidated statements of financial position as at December 31, 2016 and December 31, 2015, the consolidated statements
of profit and comprehensive income, consolidated changes in equity and consolidated statement of cash flows for the years
then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our
audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position
of AirBoss of America Corp. as at December 31, 2016 and December 31, 2015 and its consolidated financial performance and
its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
March 16, 2017
A N N U A L R E P O R T
23
2016
Consolidated Statement of Financial Position
In thousands of US dollars
Note
December31,2016
December 31, 2015
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Prepaid expenses
Inventories
Current income taxes receivable
Other Assets
Totalcurrentassets
Non-current assets
Property, plant and equipment
Intangible assets
Other assets
Totalnon-currentassets
Totalassets
LIABILITIES
Current liabilities
Loans and borrowings
Trade and other payables, including derivatives
Employee benefits
Provisions
Totalcurrentliabilities
Non-current liabilities
Loans and borrowings
Employee benefits
Provisions
Deferred income tax liabilities
Totalnon-currentliabilities
Totalliabilities
EQUITY
Share capital
Contributed surplus
Retained earnings
Totalequity
Totalliabilitiesandequity
5
6
15
9
7
8
9
11
18
12
11
18
12
15
13
13
27,971
42,430
3,902
32,380
1,177
-
107,860
61,360
54,333
1,565
117,258
225,118
4,009
32,699
1,223
26
37,957
69,197
507
1,755
6,419
77,878
11,961
42,148
2,969
36,205
1,820
275
95,378
62,092
58,379
1,890
122,361
217,739
4,064
31,472
1,143
13
36,692
72,858
508
1,348
6,799
81,513
115,835
118,205
37,826
1,899
69,558
109,283
225,118
37,681
1,691
60,162
99,534
217,739
The notes on pages 28 to 55 are an integral part of these consolidated financial statements.
On behalf of the Board
P.G.Schoch
Director
24
RobertL.McLeish
Director
AirBoss of America Corp.
Consolidated Statement of Profit and Comprehensive income
FortheyearendedDecember31
In thousands of US dollars
Note
2016
2015
Net Sales
Cost of sales
Grossprofit
General and administrative expenses
Selling and marketing expenses
Research and development expenses
Other income (expenses)
Operatingexpenses
Resultsfromoperatingactivities
Finance costs
Profitbeforeincometax
Income tax expense
Profitandtotalcomprehensiveincomefortheyear
Earnings per share
Basic
Diluted
6
4
16
9
11,18
15
14
14
267,628
(221,032)
46,596
(18,940)
(5,801)
(2,676)
123
(27,294)
19,302
(2,830)
16,472
(2,650)
13,822
0.60
0.59
304,909
(249,575)
55,334
(26,248)
(5,501)
(2,057)
(1,174)
(34,980)
20,354
(2,296)
18,058
(4,776)
13,282
0.58
0.56
A N N U A L R E P O R T
25
2016
Consolidated Statement of Changes in Equity
In thousands of US dollars
AttributabletoequityholdersoftheCompany
Share
Capital
Contributed
Surplus
Retained
Earnings
Total
Balance at January 1, 2015
37,784
1,074
51,177
90,035
Total comprehensive income for the year
Profit for the year
Contributionsbyanddistributionstoowners
Stock options expensed
Share options exercised
Share options forfeited
Dividends to equity holders
Total contributions by and distributions to owners
-
-
13,282
13,282
-
(103)
-
-
(103)
716
(69)
(30)
-
617
-
-
-
(4,297)
(4,297)
716
(172)
(30)
(4,297)
(3,783)
Balance at December 31, 2015
37,681
1,691
60,162
99,534
In thousands of US dollars
AttributabletoequityholdersoftheCompany
Share
Capital
Contributed
Surplus
Retained
Earnings
Total
Balance at January 1, 2016
37,681
1,691
60,162
99,534
Total comprehensive income for the year
Profit for the year
Contributionsbyanddistributionstoowners
Stock options expensed
Share options exercised
Share awards vested
Share options forfeited
Dividends to equity holders
Total contributions by and distributions to owners
-
-
67
78
-
-
145
-
13,282
13,282
449
(200)
-
(41)
-
208
-
-
-
-
(4,426)
(4,426)
449
(133)
78
(41)
(4,426)
(4,073)
Balance at December 31, 2016
37,826
1,899
69,558
109,283
The notes on pages 28 to 55 are an integral part of these consolidated financial statements.
26
Note
December31,2016
December 31, 2015
13,822
13,282
AirBoss of America Corp.
Consolidated Statement of Cash Flows
For the year ended December 31
In thousands of US dollars
Cash flows from operating activities
Profit for the year
Adjustmentsfor:
Depreciation
Amortization of intangible assets
Loss on disposal of property, plant and equipment
Finance costs
Unrealized foreign exchange losses / (gains)
Share-based payment expense
SRED tax credits
Current income tax expense
Deferred income tax (recovery) / expense
Post-retirement benefits expense / (income)
Write-down of other assets
Other
Change in inventories
Change in trade and other receivables
Change in prepaid expenses
Change in trade and other payables
Change in provisions
Net change in non-cash or working capital balances
Interest paid
Income tax paid
Netcashprovidedbyoperatingactivities
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of intangible assets
Acquisition of subsidiary
Netcashusedininvestingactivities
Cash flows from financing activities
Repayment of borrowings
Proceeds from long term borrowings
Repayment of share purchase loans
Share purchase loans
Interest received on share purchase loan
Tax paid on exercise of share options
Dividends paid
Netcashprovidedby(usedin)financingactivities
Netincrease(decrease)incashandcashequivalents
Cash and cash equivalents at January 1
Effect of exchange rate fluctuations on cash held
CashandcashequivalentsatDecember31
7
8
7
11,18
13
16
15
15
18
9
7
8
4
9
9
13
6,976
3,409
7
2,830
392
885
(633)
3,048
(398)
(26)
275
(88)
30,499
3,825
(242)
(923)
693
(3)
3,350
(2,334)
(1,775)
29,740
64
(6,315)
(87)
724
(5,614)
(3,994)
-
764
(372)
12
(133)
(4,368)
(8,091)
16,035
11,961
(25)
27,971
The notes on pages 28 to 55 are an integral part of these consolidated financial statements.
A N N U A L R E P O R T
6,753
2,827
371
2,296
(2,151)
1,607
(702)
2,299
2,477
4
351
(48)
29,366
7,228
1,203
491
(8,437)
(2,131)
(1,646)
(1,733)
(3,026)
22,961
21
(9,450)
(581)
(36,573)
(46,583)
(12,037)
38,893
-
-
-
(171)
(4,217)
22,468
(1,154)
13,139
(24)
11,961
27
2016
Notes to Consolidated Financial Statements ("CFS")
FortheyearsendedDecember31,2016and2015
(Amounts in thousands of US dollars, except per share amounts, unless otherwise specified)
NOTE1 REPORTINGENTITY
AirBoss of America Corp. (“the Company” or "AirBoss") is a public company listed on the Toronto Stock Exchange, incorporated
and domiciled in Ontario. The address of the Company’s registered office is 16441 Yonge Street, Newmarket, Ontario, Canada.
The consolidated financial statements of the Company as at and for the year ended December 31, 2016 comprise the Company
and its subsidiaries (together referred to as the “Group” and separately as “Group entities”). The Group has operations in
Canada and the US and is involved primarily in the manufacture of high quality rubber-based products to resource, military,
automotive and industrial markets (see Note 19).
Subsidiaries are consolidated based on control which is assessed on whether the Company has power over an investee,
exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns.
ListofSubsidiaries
Set out below is a list of operating subsidiaries of the Company.
AirBossofAmericaCorp.
(Ontario)
SunBossChemicalsCorp.
(Ontario)
2016 - 100% 2015 - 100%
AirBossRubberCompounding(NC)Inc.
(North Carolina)
2016 - 100% 2015 - 100%
AirBossEngineeredProductsInc.
(Quebec)
2016 - 100% 2015 - 100%
ImmediateResponseTechnologies,LLC
(Delaware)
2016 - 100% 2015 - 100%
AirBossFlexibleProductsCo.
(Michigan)
2016 - 100% 2015 - 100%
AirBoss operates in three business segments, Rubber Compounding, Engineered Products and Automotive, through six
significant legal entities including the parent AirBoss of America Corp. and the following five wholly-owned operating
subsidiaries: AirBoss Rubber Compounding (NC) Inc., SunBoss Chemicals Corp., AirBoss Produits d’Ingenierie Inc./AirBoss
Engineered Products Inc. (“AirBoss Engineered Products"), AirBoss Flexible Products Co. and Immediate Response
Technologies, LLC.
AirBoss, through its AirBoss Rubber Compounding division and its wholly-owned subsidiaries AirBoss Rubber Compounding
(NC) Inc. and SunBoss Chemicals Corp. (“SunBoss”) (collectively, “ARC”), is engaged in custom rubber compounding, supplying
mixed rubber for use in mining, transportation, industrial rubber products, military, automotive, conveyor belting, and other
products, primarily in North America. SunBoss sources chemicals used in the rubber compounding business for both internal
consumption and external sales to customers who mix compounds internally.
AirBoss Engineered Products and Immediate Response Technologies, LLC (“IRT”) (together called “AEP”) carry on our AirBoss
Defense business, which is a world leader in the development, manufacture and sale of personal protection and safety products
for Chemical, Biological, Radiological and Nuclear (“CBRN”) hazards, as well as communicable diseases and respiratory threats
for the individual, First Responder, Medical, Military, Law Enforcement, Fire and Industrial communities. AEP also produces
calendered and extruded rubber products used by its customers in the manufacture of industrial products and recreational vehicles.
AirBoss Flexible Products Co. ("AFP") operates our Automotive division and is a leading supplier of innovative and cost-effective
anti-vibration solutions primarily to the North American automotive market. AFP designs, engineers and manufactures rubber
and synthetic rubber products, such as bushings, dampeners, boots and isolators that are used to eliminate or control undesired
vibration and noise, to enhance interior comfort, quality, increase the durability of a vehicle, and improve the overall experience
of a vehicle’s passengers.
28
AirBoss of America Corp.
Notes to CFS (cont’d)
NOTE2 BASISOFPREPARATION
(a)Statementofcompliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).
The Consolidated financial statements were authorized for issue by the Board of Directors on March 16, 2017.
(b)Basisofmeasurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items
in the statement of financial position:
• certain property, plant and equipment was re-measured at fair value on the adoption of IFRS
•
•
forward contracts are measured at fair value
liabilities for cash settled share-based payment arrangements are initially and thereafter measured at fair value
• equity settled share based payment arrangements are measured at fair value at the grant date
•
•
recognition of future income taxes on foreign exchange differences where the currency of the tax basis on non-monetary
assets and liabilities differ from the functional currency
the employee benefit liability is recognized as the net total of the plan assets, at fair value, less the present value of the
defined benefit obligation
(c)Functionalandpresentationcurrency
These consolidated financial statements are presented in US dollars (“USD”), which is the Company’s functional currency. All
financial information presented in US dollars has been rounded to the nearest thousand, except where otherwise indicated.
(d)Useofestimatesandjudgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Significant areas requiring the use of estimates include valuation of accounts receivable, inventory,
intangibles, accounting for income taxes, share-based payments, measurement of post-retirement benefits and fair value of
assets acquired through business combination. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in
the period in which the estimates are revised and in any future periods affected.
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts
recognized in the consolidated financial statements is included in the following notes:
Note 4 – acquisition of business
Note 5 – trade and other receivables
Note 6 – inventories
Note 8 – intangible assets
Note 15 – income taxes
Note 16 – government assistance
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment
within the next financial year are included in the following notes:
Note 8 – intangible assets - key assumptions used in discounted cash flow projections for impairment of intangible assets;
Note 12 – provisions;
Note 13 – capital and other components of equity;
Note 15 – utilization of tax losses;
Note 17 – commitments and contingencies; and
Note 18 – measurement of post-retirement benefits.
A N N U A L R E P O R T
29
2016
Notes to CFS (cont’d)
NOTE3SIGNIFICANTACCOUNTINGPOLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial
statements.
(a)Foreigncurrency
(i)Functionalandpresentationcurrency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are
presented in USD, which is the Group’s functional and the Group’s presentation currency.
(ii)Foreigncurrencytransactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the
dates of the transactions or valuation where items are re-measured. Monetary assets and liabilities denominated in a currency
other than the functional currency are translated to the functional currency at the exchange rate at the reporting date. The foreign
currency gain or loss on the settlement of such transactions and from the translation at period-end exchange rates of monetary
assets and liabilities are recognized in profit or loss on the income statement. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange gains
and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within ‘finance cost’.
All other foreign exchange gains and losses are presented on a net basis in the income statement within other income (expense).
(b)Financialinstruments
(i)Non-derivativefinancialassets
The Group initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets
(including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Group
becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset, expire or are settled.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when and only
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and
settle the liability simultaneously.
The Group has the following non-derivative financial assets: cash and cash equivalents and other assets; trade and other
receivables and other assets.
Cashandcashequivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank
overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the statement of cash flows.
Tradeandotherreceivables
Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market.
Such assets are recognized initially at fair value, plus any directly attributable transaction costs. Subsequent to initial recognition,
loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
Trade and other receivables comprise trade, other receivables and notes receivable.
Otherassets
Other assets are financial assets which are comprised of investments, a convertible promissory note and share purchase loans.
Such assets are recognized initially at fair value, plus any directly attributable transaction costs. Subsequent to initial recognition,
investments are measured at cost less any permanent decline in value. Convertible promissory note and share purchase loans
subsequently include accrued interest.
(ii) Non-derivativefinancialliabilities
All financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions
of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged, canceled or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and
settle the liability simultaneously.
The Group has the following non-derivative financial liabilities: loans and borrowings; bank overdrafts; trade and other payables.
Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial
recognition, these financial liabilities are measured at amortized cost using the effective interest method.
30
AirBoss of America Corp.
Notes to CFS (cont’d)
(iii)Sharecapital
Common shares
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock
options are recognized as a deduction from equity, net of any tax effects.
(iv)Derivativefinancialinstruments
The Group holds stand-alone derivative financial instruments to reduce its foreign currency risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately. If the economic characteristics and risks
of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the
embedded derivative would meet the definition of a derivative and the combined instrument is not measured at fair value through
profit or loss.
Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair value and changes therein are recognized immediately in profit
or loss.
(c)Property,plantandequipment
(i)Recognitionandmeasurement
Land and buildings comprise mainly manufacturing facilities and offices. Items of property, plant and equipment are measured
at historical cost (net of government grants) less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes
the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their
intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing
costs. Cost also includes transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases
of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalized
as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from
disposal with the carrying amount of property, plant and equipment and are recognized net within other income in profit or loss.
(ii)Subsequentcosts
The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item or
recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.
(iii)Depreciation
Land is not depreciated. For other property, plant and equipment, depreciation is calculated over the depreciable amount, which
is the cost of an asset, revalued amount or other amount substituted for cost, less its residual value.
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of property,
plant and equipment, with certain manufacturing equipment being depreciated on a units of production basis since this most
closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
The estimated useful lives for the current and comparative periods are as follows:
• buildings
• plant and manufacturing equipment
• vehicles
•
furniture, office, lab and computer equipment
15-40 years
5-15 years
3-5 years
3-5 years
Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.
A N N U A L R E P O R T
31
2016
Notes to CFS (cont’d)
(d)Intangibleassets
(i)Goodwill
Goodwill that arises upon the acquisition of a business is included in intangible assets. At initial recognition, goodwill is measured
as the excess of purchase price over the fair value of identifiable net assets.
In respect of acquisitions prior to January 1, 2010, goodwill is included on the basis of its deemed cost, which represents the
amount recorded under previous Canadian Generally Accepted Accounting Principles.
Subsequentmeasurement
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested annually for impairment. Impairment
losses on goodwill are not reversed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The
allocation is made to those cash-generating units or Groups of cash-generating units that are expected to benefit from the
business combination in which the goodwill arose, identified according to operating segment.
(ii)CustomerRelationships
Customer Relationships that arise upon the acquisition of a business are included in intangible assets. At initial recognition,
customer relationships are measured at fair value based on the current customers total sales, estimating an annual attrition rate
and future growth based on current market conditions and historical data.
(iii)Researchanddevelopment
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and
understanding, is recognized in profit or loss as incurred.
Investment tax credits and other related government assistance are recorded as a reduction of R&D department costs.
Investment tax credits related to capital assets reduce property, plant and equipment accordingly.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically
and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to
complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labour,
overhead costs that are directly attributable to preparing the asset for its intended use and borrowing costs on qualifying assets.
Other development expenditure is recognized in profit or loss as incurred.
Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.
(iv)Otherintangibleassets
Other intangible assets, such as software, that are acquired or developed by the Group and have finite useful lives, are measured
at cost less accumulated amortization and accumulated impairment losses. Costs associated with annual licenses and
maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as
intangible assets when there is an ability to use the software product and it can be demonstrated how the software product will
generate probable future economic benefits.
Directly attributable costs that are capitalized as part of the software product include the incremental software development
or contracted employee costs. Other development expenditures that do not meet these criteria are recognized as an expense
as incurred.
(v)Subsequentexpenditures
Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset
to which it relates. All other expenditures, including expenditures on internally generated goodwill and intellectual property, are
recognized in profit or loss as incurred.
(vi)Amortization
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other
than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption
of the future economic benefits embodied in the asset. Amortization is calculated over the cost of the asset, or other amount
substituted for cost, less its residual value.
The estimated useful lives for the current and comparative periods are as follows:
• software
• capitalized development costs
• customer relationships
5 years
3-5 years
10 years
32
AirBoss of America Corp.
Notes to CFS (cont’d)
(e)Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average
cost principle and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs
incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress,
cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs to sell. Impairment
charges are recorded against cost of sales, when it is determined the net realizable value is less than cost.
(f)Employeebenefits
(i)Definedbenefitplans
The Group provides designated employees with defined post-employment benefits based upon their years of service. A defined
benefit plan is a post-employment benefit plan other than a defined contribution plan. These benefits are accrued by the Company
and remain unfunded unless certain events occur. The Group’s net obligation, in respect of defined benefit pension plans, is
calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and
prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets (if any) are deducted.
The discount rate is the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the
terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.
The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.
The Group recognizes all actuarial gains and losses arising from defined benefit plans immediately in other comprehensive
income and reports them in retained earnings.
Settlements are approved by the Board of Directors and any difference between the final cash settlement and the Group’s net
obligation, are recognized at that time as a gain or loss to the current Statement of Income.
(ii)Otherlong-termemployeebenefits
The Group provides certain employees with post retirement life insurance benefits that are unfunded. The expected costs of these
benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit pension
plans. These obligations are valued annually by independent qualified actuaries. The Group’s net obligation in respect of long-term
employee benefits, other than pension plans, is the amount of future benefits that employees have earned in return for their service
in the current and prior periods; that benefit is discounted to determine its present value. The discount rate is the yield at the reporting
date on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. Any actuarial gains
and losses are recognized in other comprehensive income and retained earnings in the period in which they arise.
(iii)DefinedContributionPlan
US operating subsidiaries of Airboss maintain 401(k) defined contribution plans for their respective employees. The Company and
its Canadian operating subsidiaries maintain registered and unregistered defined contribution plans for their employees.
(iv)Multi-EmployerPensionPlan
The Group contributes to the Steel Workers Pension Trust, a multi-employer defined benefit pension plan under the terms of
collective-bargaining agreements that cover its union-represented employees in the State of Michigan. The risks of
participating in a multi-employer plan are different from participation in a single-employer plan in the following aspects:
(a) Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other
(b)
(c)
participating employers.
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the
remaining participating employers.
If the Group chooses to stop participating in the multi-employer plan, the Group may be required to pay those plans an
amount based on the underfunded status of the plan, referred to as a withdrawal liability.
(v)BonusPlan
The Group recognizes a liability for unpaid bonuses and an expense for all bonuses, based on a formula that takes into
consideration the profit attributable to the Company’s shareholders, after certain adjustments. The Group recognizes a provision
where contractually obliged or where there is a past practice that has created a constructive obligation.
(g)Provisions
Provisions for environmental restoration and legal claims are recognized when: the Group has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation and the
amount has been reliably estimated.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as
finance cost.
A N N U A L R E P O R T
33
2016
Notes to CFS (cont’d)
(h)NetSales:
(i)GoodsSold
Net sales from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received
or receivable, net of returns, trade discounts and volume rebates. Net sales are recognized when: persuasive evidence that
the significant risks and rewards of ownership have been transferred to the buyer; recovery of the consideration is probable;
the associated costs and possible return of goods can be estimated reliably; there is no continuing management involvement
with the goods; and the amount of net sales can be measured reliably. Net sales are recorded based on the price specified in
the price quotes or contracts. If it is probable that discounts will be granted and the amount can be measured reliably, then the
discount is recognized as a reduction of net sales as the sales are recognized.
The timing of the transfers of risks and rewards may be upon shipment to, or receipt by, customers depending on the individual
terms of the contract of sale. Generally, the buyer has no right of return except if the product did not comply with the agreed
upon specifications.
(ii)Services
Net sales from services rendered is recognized in profit or loss on provision of the services.
(iii)Presentation
Net sales and cost of sales are presented on a gross basis in the consolidated statements of income when the Group is acting
as principal and is subject to the significant risks and rewards of the transaction. Where the Group receives consignment
inventory for processing, the tolling charges are recorded as net sales.
(i)Governmentgrants
An unconditional government grant is recognized as a reduction of the cost of the asset acquired or expenses incurred when
the grant becomes receivable.
(j)Leasepayments
Payments made under operating leases are recognized in profit or loss, on a straight-line basis, over the term of the lease. Lease
incentives received are recognized as an integral part of the total lease expense over the term of the lease.
(k)Financeincomeandfinancecosts
Finance income comprises interest income on funds invested and changes in the fair value of financial assets at fair value
through profit or loss. Interest income is recognized, as it accrues in profit or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of
financial assets at fair value through profit or loss, impairment losses recognized on financial assets and the financing
component of employee benefits. Borrowing costs that are not directly attributable to the acquisition, construction or production
of a qualifying asset are recognized in profit or loss using the effective interest method.
(l)Incometax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except
to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or
substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years. Current tax also
includes any tax arising from dividends.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following
temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss and differences relating to investments in subsidiaries and jointly controlled
entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not
recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax
rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted
or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable
right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax
assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a
series of judgments about future events. New information may become available that causes the Company to change its
judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period
that such a determination is made.
34
AirBoss of America Corp.
Notes to CFS (cont’d)
(m)Segmentreporting
Segment results that are reported to the Group’s CEO (the chief operating decision maker) include items directly attributable
to a segment as well as those that can be allocated on a reasonable basis. Operating segments are aggregated if they are
similar and demonstrate similar economic characteristics. Unallocated items comprise mainly corporate assets (primarily the
Company’s headquarters), head office expenses, and tax assets and liabilities.
(n)Share-basedpayments
At the Company’s Annual General and Special meeting of Shareholders held on May 14, 2015, shareholders approved the
Company’s 2015 Omnibus Incentive Plan (“Omnibus Plan”). The Omnibus Plan is a share-based compensation plan, under
which the entity receives services from directors, employees and certain advisors as consideration for equity instruments of the
Group. The fair value of the services received in exchange for the grant of the equity awards is recognized as an expense. The
total amount to be expensed is determined by reference to the fair value of the awards granted.
Under the Omnibus Plan, the Company issued restricted stock units, performance share units, deferred share units and stock
options pursuant to the terms and conditions of the Omnibus Plan and the related award agreements entered into thereunder.
Non-market vesting conditions are included in assumptions about the number of equity awards that are expected to vest. The
total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to
be satisfied. At the end of each reporting period, the entity revises its estimates of the number of equity awards that are
expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to equity. When options, performance share units and deferred
share units are exercised, the Company issues new shares. The proceeds received, together with the amount recorded in
contributed surplus, are credited to share capital when the options are exercised. The beneficiary can elect to convert the fair
value of the vested options to the market value of shares on a cash-less basis on the exercise date.
The Group also had a cash-settled stock appreciation rights plan (“SAR”), a form of stock-based compensation. The
compensation expense was accrued over the vesting period with a corresponding increase in liabilities in the amount which
represents the fair value of the amount payable to the employee in respect of SAR. The liability was re-measured at each
reporting date and at the settlement date. Any changes in the fair value of the liability were recognized as a compensation
expense in the statement of income. This plan was discontinued and fully settled in 2015.
The dilutive effect of outstanding equity awards is reflected as additional share dilution in the computation of diluted earnings
per share.
(o)NewStandardsandinterpretationsadoptedandnotyetadopted.
Adopted
On December 18, 2014 the IASB issued amendments to IAS 1 “Presentation of Financial Statements” (“IAS 1”) as part of its
major initiative to improve presentation and disclosure in financial reports (the “Disclosure Initiative”). Effective January 1, 2016,
the Company adopted the IASB issued amendments to IAS 1 "Presentation of Financial Statements." The adoption of these
amendments had no significant impact on the financial statements.
Not yet adopted
In July 2014 the IASB finalized IFRS 9, “Financial Instruments” (“IFRS 9”). The new standard includes revised guidance on the
classification and measurement of financial assets and liabilities, and hedge accounting. IFRS 9 is effective for annual periods
beginning on or after January 1, 2018. The Company is currently assessing the impact of the new standard on its consolidated
financial statements and does not expect the adoption of this standard to have a material impact on the financial statements.
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”). The new standard provides a
comprehensive framework for recognition, measurement and disclosure of net sales from contracts with customers, excluding
contracts within the scope of the standard on leases, insurance contracts and financial instruments. IFRS 15 is effective for
annual periods beginning on or after January 1, 2018, and is to be applied retrospectively. Early adoption is permitted. The
Company is currently assessing the impact of the new standard on its consolidated financial statements.
On January 13, 2016 the IASB issued IFRS 16 “Leases”. This standard introduces a single lessee accounting model and
requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying
asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset
and a lease liability representing its obligation to make lease payments. This standard substantially carries forward the lessor
accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease
accounting model have been impacted, including the definition of a lease. Transitional provisions have been provided. These
amendments will not require any significant change to current practice, but should facilitate improved financial statements
disclosures. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for
entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of initial adoption of IFRS 16. IFRS
16 will replace IAS 17 Leases. The Company is currently assessing the impact of these amendments on its consolidated
financial statements.
A N N U A L R E P O R T
35
2016
Notes to CFS (cont’d)
NOTE4ACQUISITIONOFIMMEDIATERESPONSETECHNOLOGIES,LLC
On July 24, 2015, the Company, through its wholly-owned subsidiary AirBoss-Defense Inc., acquired all of the membership
interests of Immediate Response Technologies, LLC (“IRT”), a privately-owned U.S. company that is a leading provider of
personal protection and safety products for CBRN hazards, as well as communicable diseases and respiratory threats for the
individual, First Responder, Medical, Military, Law Enforcement, Fire and Industrial communities.
The acquisition was made for initial cash consideration of $35,849, after working capital adjustments, with the potential for
additional earn-out payments in a combination of cash and equity having a maximum aggregate value of up to approximately
$25,000, subject to the achievement of specific performance objectives over the 60 month period following the close of the
transaction. The acquisition consideration and related expenses were financed with cash on hand and debt, with the Company
utilizing a new $38,000 term loan under its existing debt facilities.
The acquisition of IRT by the Company is accounted for using the acquisition method of accounting, whereby, IRT”s assets and
liabilities are revalued to their fair value and any excess of the purchase price is recognized as goodwill.
In the period from July to December 31, 2015, IRT contributed net sales of $8,684 and incurred loss of $7.
If the acquisition had occurred on January 1, 2015, management estimates that consolidated net sales would have been
$316,344 and profit for the year of $14,380. In determining these amounts, management had assumed that the fair value of the
adjustments that arose on the acquisition date would have been the same if the acquisition had occurred on January 1, 2015.
Profit would be adjusted for depreciation on the fair value of the capital assets acquired, amortization of customer relationships,
amortization of fair value increment of inventory, interest on new long-term debt, elimination of deferred financing cost, elimination
of management and board fees, elimination of intercompany sales at preacquistion period, and related tax effects. IRT is
classified as part of AirBoss Engineered Products business segment.
Acquisition-relatedcosts
The Company incurred acquisition-related costs of $1,304 on legal fees and due diligence costs in 2015 and $nil in 2016. These
costs have been included in “general and administrative expenses”.
Identifiableassetsacquiredandliabilitiesassumed
The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed at the
acquisition date.
(US in thousands)
Consideration:
Cash
Preliminary adjustments to working capital
Subsequent adjustments
Final adjustments to working capital
TotalConsideration:
Fairvalueofassetsacquired:
Accounts receivable
Inventory
Prepaid expenses
Property and equipment
Customer relationships
Total Assets
Valueofliabilitiesassumed:
Accounts payable
Provisions
Total liabilities
Net assets acquired
Excess of purchase price over fair value of
identifiable assets acquired
36
36,770
(197)
(724)
(921)
35,849
1,012
3,778
953
4,500
12,250
22,493
(1,693)
(278)
(1,971)
20,522
15,327
AirBoss of America Corp.
Notes to CFS (cont’d)
Goodwill
The goodwill is attributable mainly to the skills and technical talent of IRT’s work force, proprietary technology and the synergies
expected to be achieved from integrating IRT into the Company’s existing business. Elected values determined tax deductibility
of goodwill.
NOTE5TRADEANDOTHERRECEIVABLES
December31
In thousands of US dollars
Trade receivables
Less: allowance for doubtful accounts
Other receivables
Impairmentlosses
The aging of trade receivables at the reporting date was:
December31
In thousands of US dollars
Within terms
Past due 0-30 days
Past due 31-120 days
Gross
31,597
8,761
1,278
41,636
The continuity of the allowance for doubtful accounts was:
In thousands of US dollars
Balance at January 1
Impairment loss recognized
Collected
Revised estimate/write-off
Balance at December 31
NOTE6INVENTORIES
December31
In thousands of US dollars
Raw materials and consumables
Work in progress
Finished goods
Inventory in transit
Other inventory
Provisions
2016
41,636
(95)
41,541
889
42,430
2015
41,181
(734)
40,447
1,701
42,148
2016
2015
Impairment
Gross
Impairment
-
-
(95)
(95)
33,055
5,576
2,550
41,181
2016
(734)
(115)
256
498
(95)
2016
22,524
2,601
6,706
1,735
-
33,566
(1,186)
32,380
-
-
(734)
(734)
2015
(254)
(876)
52
344
(734)
2015
23,625
2,340
8,373
2,120
879
37,337
(1,132)
36,205
An inventory recovery of $55 (2015: charge of $51) was included in cost of sales.
A N N U A L R E P O R T
37
2016
Notes to CFS (cont’d)
NOTE7PROPERTY,PLANTANDEQUIPMENT
Balance at December 31, 2016
17,936
In thousands of US dollars
Costordeemedcost
Balance at January 1, 2015
Additions
Disposals
Transfers
Business Acquisition (Note 4)
Balance at December 31, 2015
Additions
Disposals
Transfers
Accumulateddepreciation
Balance at January 1, 2015
Depreciation for the period
Disposals
Balance at December 31, 2015
Depreciation for the period
Disposals
Balance at December 31, 2016
Carryingamounts
In thousands of US dollars
At December 31, 2015
At December 31, 2016
Land and
buildings
Plant and
equipment
Furniture
and equipment
Under
construction
15,217
182
(539)
1,624
85
16,569
141
-
1,226
3,775
883
(197)
4,461
888
-
5,349
58,868
1,542
(1,742)
6,956
4,286
69,910
2,923
(217)
3,943
76,559
20,452
5,638
(1,700)
24,390
5,934
(146)
30,178
1,653
35
(19)
70
82
1,821
6
(29)
(89)
1,709
993
232
(11)
1,214
154
(29)
1,339
4,816
8,147
-
(9,106)
-
3,857
3,245
-
(5,080)
2,022
-
-
-
-
-
-
-
Land and
buildings
12,108
12,587
Plant and
equipment
Furniture
and equipment
Under
construction
45,520
46,381
607
370
3,857
2,022
Total
80,554
9,906
(2,300
(456
4,453
92,157
6,315
(246)
-
98,226
25,220
6,753
(1,908)
30,065
6,976
(175)
36,866
Total
62,092
61,360
Depreciation expense of $6,733 (2015: $6,396) was charged to costs of sales, $103 (2015: $210) was charged to general and
administrative expense and $140 (2015: $147) was charged to research and development expenses. Rental expense for
equipment under operating lease of $226 (2015: $314) was included in the income statement.
Government assistance grants relating to capital assets were $1,272 in 2016 (2015: $213); land and buildings and property,
plant and equipment were adjusted accordingly. Loss on disposal of $7 is included in depreciation expense and charged to
general and administrative expense.
38
AirBoss of America Corp.
Notes to CFS (cont’d)
NOTE8INTANGIBLEASSETS
In thousands of US dollars
Cost
Balance at January 1, 2015
Purchases
Disposals
Transfers
Business Acquisition (Note 4)
Balance at December 31, 2015
Purchases
Purchase price allocation finalization
Balance at December 31, 2016
Amortizationandimpairmentlosses
Balance at January 1, 2015
Amortization for the period
Transfers
Balance at December 31, 2015
Amortization for the period
Balance at December 31, 2016
Carryingamounts
At December 31, 2015
At December 31, 2016
Customer
Relationships
Goodwill
Software
Total
16,000
-
-
-
12,250
28,250
-
-
28,250
1,924
2,213
-
4,137
2,825
6,962
24,113
21,288
16,898
-
-
-
16,051
32,949
-
(724)
32,225
-
-
-
-
-
-
32,949
32,225
3,413
125
(36)
456
47
4,005
87
-
4,092
2,110
614
(36)
2,688
584
3,272
1,317
820
36,311
125
(36)
456
28,348
65,204
87
(724)
64,567
4,034
2,827
(36)
6,825
3,409
10,234
58,379
54,333
Amortization expense of $3,409 (2015: $2,827) was charged to general and administrative expense. Flexible’s remaining
amortization for customer relationships is 6.8 years and IRT’s remaining amortization for customer relationships is 8.5 years.
Goodwill
December31
In thousands of US dollars
AEP
Automotive
Indefinite-lifeintangibleassets–customerrelationships
December31
In thousands of US dollars
AEP
Automotive
2016
22,160
10,065
32,225
2016
10,412
10,876
21,288
2015
22,884
10,065
32,949
2015
11,637
12,476
24,113
Impairment
Goodwill is allocated to those Cash Generating Units that are expected to benefit from synergies of the related business combination
and represent the lowest level within the Company at which management monitors goodwill. The Company’s goodwill is allocated to
AirBoss Engineered Products and Automotive. As at December 31, 2016 and December 31, 2015, there was no goodwill impairment.
The goodwill for IRT was written down by $724 as a result of the finalization of the working capital adjustment for the IRT purchase.
Recoverableamount
Recoverable amount was based on value in use. Value in use was determined by discounting the future cash flows generated
from the continuing use of the unit.
Keyassumptionsusedinvalue-in-usecalculations
The calculations of value in use for the Cash Generating Units are most sensitive to the following assumptions:
• Discount rate used 11.1%
• Growth rate of 2-5% for operating expenses used in the budget
• Projected sales used to extrapolate cash flows beyond the budget date
Cash flows were projected based on past experience, actual operating results and the business plan for a 1 year period. Cash
flows for a further 5 year period were extrapolated using projected sales and a growth rate of 2-5% for operating expenses,
which does not exceed the long-term average growth rate for the industry.
Net sales and margins in the business plan were budgeted based on discussions with customers, contracts on-hand and
industry information, past experience and trends, as well as initiatives. The anticipated annual net sales have been based on
expected growth levels (net of the inflationary effect of rising raw material prices).
The values assigned to the key assumptions represent management’s assessment of future trends in the rubber, AEP and
automotive industries and are based on both external sources and internal sources (historical data).
A N N U A L R E P O R T
39
2016
Notes to CFS (cont’d)
NOTE9OTHERASSETS
In thousands of US dollars
Convertible promissory Share purchase
loan
Note
10% equity
investment
Other
Balance at January 1, 2015
Accrued interest
Interest paid
Allowance for accrued interest
Write-down to fair value of convertible promissory note
Effect of movements in exchange rates
Balance at December 31, 2015
Accrued interest
Interest paid
Repayment of loan
New loan issuances (Note 20)
Write-down to fair value of convertible promissory note
Effect of movements in exchange rates
Balance at December 31, 2016
582
44
-
(76)
(275)
-
275
-
-
-
-
(275)
-
-
1,726
16
(16)
-
-
(279)
1,447
12
(12)
(763)
372
-
63
1,119
313
-
-
-
-
-
313
-
-
-
-
-
-
313
146
-
-
-
-
(16)
130
-
-
-
-
-
3
133
Total
2,767
60
(16)
(76)
(275)
(295)
2,165
12
(12)
(763)
372
(275)
66
1,565
During the fourth quarter of 2016, the Company fully provided for the convertible promissory note and related interest
receivable.
NOTE10DERIVATIVESNOTMEETINGHEDGEACCOUNTINGCRITERIA
Foreign exchange hedge
At December 31, 2016, the Company had contracts to sell US $8,937 in 2017 for CAD $12,000. The fair value of these contracts,
representing a loss of $58 was recorded in 2016 on the statement of financial position included in trade and other payables,
including derivatives and changes in fair value recorded on the statement of income as expense. There were no forward
contracts outstanding at December 31, 2015.
Interest rate swap
During 2015, the Company entered into an interest rate swap agreement for a notional amount of $22.5 million. Swap interest is
calculated and settled on a monthly basis based on the difference between the floating rate of USD LIBOR and the fixed rate of
0.98%. The swap agreement matures on February 27, 2017.
During 2016, the net interest expense of the swap agreement was $125 and $125 was paid (2015: $180 and $196 was paid).
For the year ended December 31, 2016, the fair value of this agreement, representing a loss of $11, (2015: loss of $73) is recorded
on the statement of financial position included in loans and borrowings and changes in fair value are recorded on the statement
of income as finance costs.
The Company has entered into this interest rate swap agreement in order to fix the interest rate on a portion of its term loan and
it does not intend to hold for trading or speculation purposes.
NOTE11LOANSANDBORROWINGS
December31
In thousands of US dollars
Non-current
Term debt
Less: deferred financing
Current
Term debt
December31
In thousands of US dollars
CAD $5,000 term debt, bearing interest at 5.25%, five year term, amortized over 20 years,
with principal and interest payable quarterly and the balance repayable October 18, 2018.
US $75,000 term debt, bearing interest at US Base Rate plus applicable margins from
75 to 175 basis points depending on covenants, five year term, amortized by specific
installments of principal plus interest payable quarterly and the balance repayable
December 10, 2020.Subsequent to year end, the loan was converted to LIBOR plus
applicable margins from 175 to 275 basis points depending on covenants.
Subtotal
Less principal due within one year
Less deferred financing
40
2016
2015
70,231
(1,034)
69,197
4,009
74,140
(1,282)
72,858
4,064
2016
2015
2,979
3,131
71,261
74,240
(4,009)
70,231
(1,034)
69,197
75,073
78,204
(4,064)
74,140
(1,282)
72,858
AirBoss of America Corp.
Notes to CFS (cont’d)
During 2015, the Company amended its senior secured credit facilities to, among other things, increase the availability to
approximately $138,000, extend the maturity of the facilities and increase flexibility under the governing credit agreement to
support future growth opportunities.
The Company’s current credit facilities is comprised of a $60,000 revolving facility, a term loan of $75,000 (consolidating the
two prior outstanding acquisition financing loans with interest at LIBOR plus applicable margins from 175 to 275 basis points,
depending on covenants), a term loan of approximately C$5,000 and an accordion feature of up to an additional $50,000 of
availability, upon the satisfaction of customary conditions for such features. The maturity dates of the revolving credit facility
and the US$ term loan were extended from October 2018 to December 2020, while the maturity date of the C$ term loan
remains at October 2018.
Deferred financing fees, less accumulated amortization have been deducted against the term loan for presentation purposes.
In 2015, deferred financing fees of $247 relating to the $38,000 term debt loan to acquire IRT were incurred. Deferred financing
fees of $958, in regards to the amended agreement (dated December 10, 2015) were incurred. Deferred financing fees of
$282, which includes a write-down of $148 in regards to the original credit agreement (dated October 2013) were expensed.
The fees are being amortized over 5 years and $265 (2015: $15) has been amortized and is included in finance costs.
Interest expense in 2016 on the term loans was $2,239 (2015: $1,575).
Principal repayments on the term loan are as follows:
In thousands of US dollars
Term loan
Total
74,240
2017
4,009
2018
8,356
2019
5,625
2020
56,250
In 2016 and 2015, under the Company’s current credit facilities, the revolving facility consisted of $30,000 US Revolving Credit
facility and a $30,000 US equivalent Canadian Revolving Credit Facility. $60,000 of this facility is unused as at December 31, 2016.
All obligations under the current credit facility and related loan documentation are secured by a first charge against all of the
Group’s present and after acquired property in favor of the lenders.
At December 31, 2016 the Company is not in default, nor has it breached any terms of the credit agreement relating to the current
credit facilities.
The contractual re-pricing dates at the end of the reporting period are as follows:
December31
In thousands of US dollars
Less than 1 year
1 to 5 years
2016
4,009
69,197
73,206
2015
4,064
72,858
76,922
The carrying amount and fair value of the borrowings are as follows:
In thousands of US dollars
Term debt
Carrying amount
Fair value
2016
73,206
2015
76,922
2016
74,169
2015
77,985
The fair value of current borrowings approximates the carrying amount, as the impact of discounting at current market rates
will not have a material impact. The fair values are based on cash-flows discounted using a rate based on the borrowing rate
of 4.16% (2015: 4.04%) for CAD fixed rate term loan and 2.63% (2015: 4.75%) for the US LIBOR term loan.
A N N U A L R E P O R T
41
2016
Notes to CFS (cont’d)
NOTE12PROVISIONS
In thousands of US dollars
Balance at January 1, 2015
Provisions accrued during the year
Payments during the year
Foreign exchange
Balance at December 31, 2015
Provisions accrued during the year
Payments during the year
Amortization during the year
Foreign exchange
Subtotal
Less principal due within one year
Balance at December 31, 2016
Stock
Site appreciation
rights
restoration
Restricted
stock units
Performance
awards and
Deferred
stock units
Lease
incentives
86
-
-
(14)
72
-
-
-
2
74
-
74
2,956
4,577
(6,709)
(824)
-
-
-
-
-
-
-
-
194
921
-
(104)
1,011
293
-
-
33
1,337
-
1,337
-
-
-
-
-
108
-
-
(3)
105
-
105
278
-
-
-
278
-
-
(13)
-
265
(26)
239
Total
3,514
5,498
(6,709)
(942)
1,361
401
-
(13)
32
1,781
(26)
1,755
No legal provisions are recognized at December 31, 2016 and 2015.
Stock Appreciation Rights Plan
During 2011, the Company established a stock appreciation rights plan (“SAR Plan”) to reward select directors and employees
and issued 609,000 stock appreciation rights thereunder. Since 2012, no stock appreciation rights have been granted to officers,
directors or advisors to the directors. The stock appreciation rights granted in 2011 vested on September 30, 2015 (539,000 rights)
and November 13, 2015 (70,000 rights). During the fourth quarter of 2015, following the vesting date, cash payments were made
to rights holders, net of tax withholdings, equal to the positive difference between the market price of the Company’s common
shares (defined under the SAR Plan as the trailing 10-day volume-weighted average price of the shares on the TSX) on the vesting
date and the market price on the date of the grant.
As at December 31, 2015, no stock appreciation rights were outstanding. On September 30, 2015, 539,000 stock appreciation
rights vested with a vesting date market price of CAD $20.2887, resulting in a cash payment of $5,996. On November 13, 2015,
70,000 stock appreciation rights vested with a vesting date market price of CAD $18.7036, resulting in a cash payment of $712.
The Company recognized $4,577 as employee costs for the year ended December 31, 2015 relating to the SAR Plan, as a result
of the change in share price.
Restricted Stock Units
Pursuant to its 2015 Omnibus Incentive Plan (“Omnibus Plan”) approved by shareholders in 2015, the Company issued to certain
executives an aggregate of 238,500 restricted stock units on the terms and conditions set out in the Omnibus Plan. Each restricted
stock unit entitles the holder to receive on vesting, at the sole discretion of the Company, either one common share or a cash
payment equal to the fair market value of a common share as of the vesting date. During 2016, no restricted stock units were issued
(2015: 174,500). In 2016, 14,500 restricted stock units were forfeited, leaving 224,000 units outstanding at December 31, 2016.
The restricted stock units vest three years following the grant date and have no performance requirements. At December 31, 2016
the Company has recognized as employee costs $293 (2015: $921) related to the plan.
Performance Awards
The Company has issued certain executives with an aggregate of 52,610 performance awards pursuant to the terms and
conditions of the Omnibus Plan. Each performance award entitles the holder to receive on vesting a cash payment equal to the
product of (a) the fair market value of a common share as of the vesting date and (b) a performance factor between 0.5 and 2.0,
based on the level of achievement of predetermined performance objectives over the vesting period generally. During 2016, 52,610
(2015: nil) performance awards were issued, of which 1,930 were forfeited. The performance awards vest three years following
the grant date. During 2016, the Company recognized as employee costs $47 (2015: nil) related to the plan.
Deferred Stock Units
The Company has issued deferred stock units (“DSUs”) to certain directors pursuant to the terms and conditions of the Omnibus
Plan. Each vested DSU entitles the holder to receive, on redemption, either: (a) one common share; (b) a cash payment equal to
the fair market value of a common share as of the redemption date; or (c) a combination of both cash and common shares, at the
sole discretion of the Company. The redemption of a DSU occurs only following the termination of a holder’s service as director
and will occur on either: (a) a date selected by a recipient following the termination of their services as a director (which can be no
earlier than 10 days, and no later than one year, after the service termination date); or (b) a date selected by the Company following
the death of the recipient while still serving as director (which can be no later than 90 days following the death of the recipient). Under
the terms of compensation for independent directors of the Company approved by the Compensation Committee and Board in 2016,
commencing with the second quarter of 2016 and for each subsequent quarter while he or she remains a director, each independent
director is to be granted a number of DSUs having a fair market value equal to CAD $6.25. The fair market value of each DSU is
equal to the volume-weighted average trading price of a Common Share on the TSX for the 5 trading days preceding the relevant
grant date. In addition to this fixed amount of DSUs, independent directors are able to elect to be paid all or a portion of all other
director’s fees in DSUs in lieu of cash, using the same calculation of fair market value as for the fixed amount of DSUs, to be
granted on a quarterly basis. All DSUs issued to independent directors vest three months following the relevant grant date. The
compensation expense is accrued over the vesting period with a corresponding increase in liabilities in the amount which represents
the fair value of the amount payable to the independent director in respect of the DSUs. At December 31, 2016, independent
directors were granted an aggregate of 11,428 DSUs with a fair value of $148 at the date of grant. During 2015, no DSUs were
issued. During 2016, the Company recognized as employee costs $61 related to DSUs issued under the Omnibus Plan.
42
AirBoss of America Corp.
Notes to CFS (cont’d)
NOTE13CAPITALANDOTHERCOMPONENTSOFEQUITY
Share Capital and Contributed Surplus
ShareCapital:Authorized- Unlimited number of Class A shares without par value designated as common shares.
Unlimited number of Class B preference shares without par value and issuable in series subject to the filing or articles of
amendment. The directors may fix, from time to time before such issue, the number of shares that is to comprise each series
and the designations, rights, privileges, restrictions and conditions attaching to each series.
Under the Omnibus plan, a maximum of 10% of issued and outstanding shares are available for issuance under any type of
share-based compensation plan. As at December 31, 2016, 2,307,418 shares are available (2015: 2,302,185).
Issued share capital is as follows:
In thousands of shares
January 1
Exercise of share options
Share awards
December 31
2016
23,022
46
6
23,074
2015
22,999
23
-
23,022
Issuance of common shares
During 2016 100,000 options (2015: 43,000) were exercised resulting in the issuance of 45,994 common shares. On March 30,
2016 the Company issued certain executives with an aggregate of 6,339 share awards pursuant to the terms and conditions
of the Omnibus Plan. The share awards vested immediately, with each recipient entitled to receive one common share for each
share award within 30 days. The Company recognized as employee costs of $78 (2015: $nil) related to these awards.
Capital and other components of equity
Contributedsurplus
Contributed surplus is comprised of the difference between the book value per share and the purchase price paid for shares
acquired for cancellation by the Company and stock-based compensation of employees and non-employees.
The contributed surplus is as follows:
In thousands of US dollars
Balance at January 1
Stock option expense
Exercise of stock options
Recovery of forfeited options
Balance at December 31
2016
1,691
449
(200)
(41)
1,899
2015
1,074
716
(69)
(30)
1,691
Stock Options
The term of an option shall not exceed 10 years from the date of grant. Options granted to directors and officers of the Company,
which were outstanding at December 31, 2016, are as follows:
Rangeofexercise
price($CAD)
6.35
7.77
12.05
15.40
16.69
17.86
Options
outstanding
Quantity
Weighted
average
contractlife
Options
exercisable
Quantity
545,000
25,000
240,000
50,000
111,400
15,000
986,400
1.61
1.88
3.00
3.25
4.25
4.00
408,750
18,750
120,000
12,500
-
3,750
563,750
Options granted and outstanding:
A summary of the status of the Company’s stock option plan as of December 31, 2016 and 2015 and changes during the
years then ended, is presented below:
Outstanding beginning of year
Granted
Exercised
Forfeited
Outstanding end of year
2016
Weightedaverage
exerciseprice
($CAD)
8.65
16.69
7.13
15.40
9.57
Quantity
995,000
111,400
(100,000)
(20,000)
986,400
Quantity
978,000
85,000
(43,000)
(25,000)
995,000
2015
Weighted average
exercise price
($CAD)
During 2016, 100,000 options (2015: 43,000) were exercised on a cash-less basis for 45,994 shares (2015: 23,090).
A N N U A L R E P O R T
7.82
15.83
5.27
6.35
8.65
43
2016
Notes to CFS (cont’d)
Inputs for measurement of grant date fair values
The grant date fair value of all options were measured based on the Black-Scholes model. Expected volatility is estimated by
considering historic average share price volatility. The inputs used in the measurement of the fair values at grant date of the
share-based payment plans are the following:
Fairvalueofshareoptionsandassumptions
In Canadian dollars
March2016
December 2015
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility (weighted average volatility)
Option life (expected weighted average life)
Expected dividends
Risk-free interest rate (based on government bonds)
The stock options issued vest as follows:
Vested at December 31, 2016
2017
2018
2019
2020
Stock option expense
$3.60
15.25
16.69
34.6%
5years
0.02
0.01
$4.70
17.53
17.86
35.0%
5 years
0.01
0.01
Quantity
563,750
277,000
104,150
34,600
6,900
986,400
During the year, the Company recognized as employee costs $408 (2015: $686) relating to option grants in general and
administrative expenses of the statement of income.
Dividends
Dividends on common shares were paid to shareholders of record quarterly in 2016 and in 2015 as follows:
Shareholderofrecordat:
$CAD/share
DatePaid
$CAD/share
Date Paid
2016
2015
March 31
June 30
September 30
December 31
April14,2016
0.06
0.065
July14,2016
0.065 October14,2016
January12,2017
0.065
0.255
0.06
0.06
0.06
0.06
0.24
April 16, 2015
July 16, 2015
October 15, 2015
January 14, 2016
The dividend payable at December 31, 2016 was $1,117 (2015: $998).
44
AirBoss of America Corp.
Notes to CFS (cont’d)
NOTE14EARNINGSPERSHARE
The following table sets forth the calculation of basic and diluted earnings per share:
December31
In thousands of US dollars except per share amounts
Numerator for basic and diluted earnings per share:
Net income
Denominator for basic and diluted earnings per share:
Basic weighted average number of shares outstanding
Dilution effect of stock options
Diluted weighted average number of shares outstanding
Net income per share:
Basic
Diluted
2016
13,822
23,062
494
23,556
0.60
0.59
2015
13,282
23,019
526
23,545
0.58
0.56
At December 31, 2016, 176,400 options (2015: nil) were excluded from the diluted weighted average number of common
shares calculation as their effect would have been anti-dilutive.
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was
based on quoted market prices for the period during which the options were outstanding.
NOTE15INCOMETAXES
The provision for income taxes differs from the amount computed by applying the Canadian statutory income tax rate to income
before income taxes for the following reasons:
December31
In thousands of US dollars
Combined federal and provincial statutory income tax
Foreign tax differential
Effect of permanent differences
Difference arising on filing and assessments
Other
Total expense
The components of the provision for income taxes are as follows:
Current
Deferred
Total
2016
4,365
69
(1,542)
(256)
14
2,650
3,048
(398)
2,650
2015
4,765
607
(582)
42
(56)
4,776
2,299
2,477
4,776
The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities
are as follows:
December31
In thousands of US dollars
Deferred income tax assets:
Non-capital income tax loss carry-forwards
Deferred income tax deductions relating to long-term liabilities
Equity Compensation
Financing fees
Alternative minimum tax
Capital assets
Other
Deferred income tax liabilities:
Research and development expenses deducted for accounting
in excess of tax purposes
Deferred income tax deductions relating to long-term liabilities
Capital assets
Net deferred income tax liabilities
A N N U A L R E P O R T
2016
872
453
493
5
97
648
42
2,610
-
(54)
(8,975)
(9,029)
(6,419)
2015
72
423
471
71
97
774
59
1,967
(59)
(32)
(8,675)
(8,766)
(6,799)
45
2016
Notes to CFS (cont’d)
In assessing the valuation of deferred income tax assets, management considers whether it is more likely than not 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 deferred taxable income during the period in which the temporary differences are deductible.
Management considers the scheduled reversals of deferred income tax liabilities, the character of the income tax asset and
the tax planning strategies in making this assessment. Management would not recognize deferred income tax assets if the more
likely than not realization criterion is not met.
The Company has $791 (2015: $nil) available to offset deferred income taxes in the US and has recognized a related deferred
income tax asset of $791 (2015: $nil).
The aggregate amount of taxable temporary differences associated with investments in subsidiaries, branches and associated
and interests in joint ventures, for which no deferred tax liabilities have been recognized, is $40,318 (2015: $37,000).
NOTE16GOVERNMENTASSISTANCE
During 2016, Rubber Compounding recognized grants of $60 (2015: $19); Engineered Products recognized grants of $70 (2015:
$498); and Automotive recognized grants of $13 (2015: $nil) to support certain initiatives which were offset against expenses.
Scientific research and investment tax credits of $617 (2015: $489) were recognized in 2016; research and development costs
were reduced accordingly. In addition, $1,272 (2015: $213) was recognized as a reduction to capital assets in respect of
provincial tax credits.
NOTE17COMMITMENTSANDCONTINGENCIES
Commitments
The Company is committed, under non-cancellable operating lease agreements, to minimum rentals for equipment and
premises as follows:
In thousands of US dollars
Equipment
Premises
2017
2018
2019
2020
2021
Thereafter
Total
Litigation
No legal provisions are recognized at December 31, 2016 and 2015.
127
67
24
8
-
-
226
1,602
1,602
1,360
432
396
-
5,392
Total
1,729
1,669
1,384
440
396
-
5,618
46
AirBoss of America Corp.
Notes to CFS (cont’d)
NOTE18POSTRETIREMENTBENEFITS
The Company maintains an unfunded supplementary employment retirement plan for an executive (“executive supplemental
plan”) and provides post retirement life insurance benefits to eligible retirees (“other benefit plan”).
Funding for the executive supplemental plan is triggered on a change of control. The Company maintains an insurance policy
to cover the obligation, in event of the executive’s death. When the executive retires, and in certain circumstances, upon the
termination of the executive's employment, the annual entitlement is funded from operations. The executive supplemental plan
is a non-registered plan. At December 31, 2016, the weighted average duration of the defined benefit obligation was 12.3 years
(2015: 13.2 years).
Risks associated with this benefit plan are similar to those of typical supplemental non-registered defined benefit plans, including
interest rate risk, credit risk, longevity risk, etc. There are no significant risks associated with this plan that can be deemed
unusual or require special disclosure.
The post-retirement life insurance benefits under the other benefit plan are for non-unionized and unionized employees of
AirBoss Engineered Products Inc., which are unfunded defined benefit plans covering life insurance.
The methods of accounting, assumptions and frequency of valuations for the other benefit plan are similar to those used for
defined benefit pension schemes. This plan is funded through proceeds from an insurance policy. Total estimated contribution
to this plan for the next fiscal year is $38. This plan is unfunded as such there is no plan asset to be disclosed. At December
31, 2016, the weighted average duration of the defined benefit obligation was 12 years (2015: 12 years).
This benefit plan exposes the Company to actuarial risks, such as interest rate risk and longevity risk.
December31
In thousands of US dollars
Statement of Financial Position obligations for:
Executive supplemental plan
Other benefit plan
Income statement charge for:
Executive supplemental plan
Other benefit plan
2016
1,223
507
1,730
45
22
67
2015
1,143
508
1,651
100
23
123
A N N U A L R E P O R T
47
2016
Notes to CFS (cont’d)
December31
In thousands of US dollars
Present value of unfunded obligation
and Liability in the Statement of
Financial Position
Movement in the defined benefit
obligation is as follows:
At January 1
Current service cost
Interest cost
Employer contribution
Gain on settlement
Benefit payment
Actuarial gain
Exchange differences
AtDecember31
The amounts recognized in the income
statement are as follows:
Gain on settlement
Post-retirement benefits expense
Interest cost
Exchange differences
Expense (recovery)
Executive
SupplementalPlan
Other
benefitplan
2016
2015
2016
2015
1,223
1,143
1,143
-
45
-
-
-
-
35
1,223
-
-
45
35
80
1,251
-
43
-
-
-
57
(208)
1,143
-
57
43
(208)
(108)
507
508
3
19
-
-
(39)
-
16
507
-
(39)
19
16
(4)
508
628
3
20
-
-
(43)
-
(100)
508
-
(43)
20
(100)
(123)
The current service charge was included in “general and administrative expense” and the interest cost is included in “finance
costs” in the income statement.
December31
In thousands of US dollars
The principal actuarial valuation
assumptions used were as follows:
Discount rate
Mortality
Executive
SupplementalPlan
Other
benefitplan
2016
2015
2016
2015
3.75%
3.75%
3.75%
3.75%
CPM-RPP2014
PrivTablewith
adjustment
factorsto
accountforthe
levelofbenefits
andwith
generational
projectionusing
improvement
scaleCPM-B
CPM-RPP2014
Priv Table with
adjustment
factors to
account for the
level of benefits
and with
generational
projection using
improvement
scale CPM-B
CPM
mortalitytable
projected
withscaleB
forthe
privatesector
CPM
mortality table
projected
with scale B
for the
private sector
Retirement age:
Percentage of members with spouses
at retirement
100%
100%
N/A
N/A
The sensitivity of the executive supplemental plan to changes in assumptions is set out below. The sensitivity analysis was
performed by recalculating the defined benefit obligation and the current service cost at the same valuation date, but only
changing the assumption for which the sensitivity was required. This obligation was then used to calculate the difference
against the actual amount established as at December 31, 2015. The effect of a variation in a particular assumption on the
change in obligation has been calculated without changing any other assumption; in reality, changes in one factor may result
in changes in another (e.g. due to correlations between economic assumptions), which may magnify or counteract the
sensitivities.
48
AirBoss of America Corp.
Notes to CFS (cont’d)
MembershipdataDecember31
In thousands of US dollars
Discount rate
3.50% (instead of 3.75%) (2015: 3.50% (instead of 3.75%))
Mortality
1-year increase in life expectancy
Retirement age
100% at age 64 years old
(instead of 100% at 65 years old)
(2015: 100% at age 64 years (instead of 100% at 65 years))
SupplementalPlan
2016
2015
38
27
(67)
39
25
65
The sensitivity of the “other benefit plan” to changes in assumptions is set out below. The sensitivity analysis was performed
by changing each assumption individually. If actual changes occur, some of these assumptions are likely to be correlated and
result in a combined impact.
FiscalYearendingDecember31
Effectofanincreaseof1%
Post-employment benefit obligation
Effectofadecreasein1%
Post-employment benefit obligation
Mortality Sensitivity Analysis
Effectofanincreaseof10%onmortalityrates
Post-employment benefit obligation
Effectofadecreaseof10%onmortalityrates
Post-employment benefit obligation
DefinedContributionPlan
2016
(53)
67
6
(8)
2015
(53)
67
6
(7)
AirBoss Flexible Products Co. (“Flexible”) maintained a 401(k) defined contribution plan for its employees. Total contributions
to this plan during 2016 were $444 (2015: $300). For the year ended December 31, 2016, the expense for this plan was $444
(2015: $310).
AirBoss Rubber Compounding (NC) Inc. maintained a 401(k) plan for its employees. Total contributions to this plan during 2016
were $78 (2015: $81). For the year ended December 31, 2016, the expense for this plan was $18 (2015: $23).
AirBoss of America Corp. maintained a registered retirement savings plan defined contribution plan for all of their employees.
Total estimated contribution and expense to this plan for 2016 was $290 (2015: $285).
AirBoss Engineered Products Inc. employees are covered under various registered and unregistered defined contribution plans.
Total estimated contribution and expense to these plans for 2016 was $147 (2015: $177).
A N N U A L R E P O R T
49
2016
Notes to CFS (cont’d)
Multi-EmployerPensionPlan
Flexible contributes to the Steel Workers Pension Trust, a multi-employer defined benefit pension plan under the terms of
collective-bargaining agreements that cover its union-represented employees in the State of Michigan. The risks of participating
in a multi-employer plan are different from participation in a single-employer plan in the following aspects:
(a) Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other
(b)
(c)
participating employers.
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the
remaining participating employers.
If the Group chooses to stop participating in the multi-employer plan, the Group may be required to pay those plans an
amount based on the underfunded status of the plan, referred to as a withdrawal liability.
During 2016, the Company made contributions of $289 (2015: $284) to the multi-employer pension plan. The unfunded vested
benefit ratio was 68.0% at December 31, 2016 (2015: 45.89%). The Steel Workers Pension Trust was in a net deficit at December
31, 2016 and the Company’s portion of the deficit was unknown. The collective bargaining agreements that require contributions
to the multi-employer plan are set to expire December 31, 2017. The collective bargaining agreement requires that the Group
contributes $0.40 for each hour worked by eligible employees during the preceding wage month. Total estimated contribution to
this plan for the next fiscal year is $296.
NOTE19SEGMENTEDINFORMATION
The Group has three reportable segments, as described below, which are the Group’s strategic business units. The strategic
business units offer different products and services and are managed separately because they require different technology and
marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management reports on at
least a quarterly basis. The following summary describes the operations in each of the Group’s reportable segments:
• Rubber Compounding. Includes manufacturing and distribution of rubber compounds and distribution of rubber compounding
related chemicals.
• Engineered Products. Includes the manufacture and distribution of personal protection and safety products primarily for
CBRN hazards and semi-finished rubber related products.
• Automotive. Includes the manufacture and distribution of anti-vibration and noise dampening automotive parts.
• Corporate. Includes corporate activities and certain unallocated costs.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit
before income tax, as included in the internal management reports that are reviewed by the Group’s CEO/Chairman and President.
Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the
results of certain segments relative to other entities that operate within these industries. Transfer pricing is based on third-party rates.
Inter-company amounts, which represent items purchased from different segments, have been presented within the segment disclosure
and are eliminated to arrive at the consolidated amounts.
The Company operates primarily within North America with respect to its rubber compound and automotive products and globally with
respect to its rubber protective products and has production facilities in Canada and the United States.
Fortheyearended
December31
Rubber
Compounding
Engineered
Products
Automotive
Unallocated
Corporate Costs
Total
In thousands of US dollars
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
Segment net sales
Inter-segment net sales
102,262 134,503
(24,028)
(22,308)
48,026
(1,454)
55,316 141,102 142,871
-
(3,753)
-
External net sales
79,954 110,475
46,572
51,563 141,102 142,871
-
-
-
- 291,390 332,690
(27,781)
-
(23,762)
- 267,628 304,909
Depreciation and amortization
3,560
3,511
3,472
3,124
3,268
2,923
43
37
10,343
9,595
Finance cost
4,727
3,582
15
14
-
10
(1,912)
(1,310)
2,830
2,296
Reportable segment profit
(loss) before income tax
Income tax expense
(recovery)
7,094
11,255
(1,621)
(479) 11,872
14,332
(873)
(7,049) 16,472
18,059
1,743
6,269
(789)
(38)
3,372
1,484
(1,676)
(2,939)
2,650
4,776
Net income
5,351
4,986
(832)
(441)
8,500
12,848
803
(4,110) 13,822
13,283
Reportable segment assets
66,182
60,199
71,213
73,286
67,960
71,962
19,763
12,292 225,118 217,739
Reportable segment liabilities 14,279
14,695
7,491
7,078
13,782
12,462
80,283
83,970 115,835 118,205
Capital expenditure
2,943
4,576
1,511
2,591
1,894
2,692
54
172
6,402
10,031
50
AirBoss of America Corp.
Notes to CFS (cont’d)
Geographical segments
The Rubber Compounding, Engineered Products and Automotive segments operate manufacturing facilities and sales offices
in the US and Canada, selling primarily in North American markets.
In presenting information on the basis of geographical segments, segment net sales are based on the geographical location
of customers. Segment assets are based on the geographical location of the assets.
Non-current assets include property, plant and equipment, software, goodwill, future income taxes and other assets.
December31,2016
December 31, 2015
In thousands of US dollars
Netsales
Non-currentassets
Net sales
Non-current assets
Canada
United States
Other countries
48,401
205,336
13,891
267,628
45,612
71,647
-
117,259
56,213
226,815
21,881
304,909
46,285
76,076
-
122,361
Major customers
Net sales from one customer represent approximately 9% (2015: 8%) of the Group’s total net sales in 2016. Five customers
represented 31% (2015: 32%) of the Company’s total net sales in 2016.
Major Products
In thousands of US dollars
Rubber Compounding
Tolling
Mixing
AEP
Industrial
Defense
Automotive
2016
2015
5,227
74,727
79,954
24,084
22,488
46,572
141,102
267,628
7,519
102,956
110,475
23,902
27,661
51,563
142,871
304,909
NOTE20RELATEDPARTIES
Related Party Transactions
Included in the operating lease commitments was a rental agreement for corporate office space between the Company and a
company controlled by the CEO and Chairman of the Company. The monthly lease rate approximates fair market rental value.
During the year, the Company paid rent for the corporate office of $136 (2015: $143).
During the year, the Company paid fees for the use of a facility in South Carolina of approximately $21 (2015: $22) to a company
in which the CEO and Chairman is an officer.
In addition, during the year, Flexible paid rent of $1,170 to a company controlled by the former President of Automotive for its
office and manufacturing facilities (2015: $1,115).The lease provides for monthly payments equivalent to an annual rental of
$1,170 and expires in 2019.
A N N U A L R E P O R T
51
2016
Notes to CFS (cont’d)
Transactions with key management personnel
Key management includes directors, CEO, President, CFO, and divisional Presidents. The compensation expense to key
management for employee services is shown below:
December31
In thousands of US dollars
Salaries and other short term benefits
Pension/Post-employment benefits
Share-based payment expense
2016
2,217
45
775
3,037
2015
2,211
43
5,402
7,656
The amounts disclosed in this table are the amounts recognized as operating expenses for accounting purposes during the
period and do not necessarily represent amounts receivable or received in cash.
Key management and directors own 25.6% of the outstanding common shares.
In April 2014, the Company invested $550 in the form of a convertible promissory note in a company of which the Deputy
Chairman of the Company is the chairman. This note can be converted to an equity interest under the following conditions: (1)
if the company has completed “qualified financing” raising $1 million in gross proceeds (excluding the Company’s loan); (2) if
no “qualified financing” takes place prior to the maturity date, the Company has the option to convert into common stock within
60 days prior to the maturity date of the note. In 2016, the Company agreed to amend the terms of the promissory note to
increase the interest rate of the loan to 15% per annum and extend the maturity date to April 11, 2017, at which time the principal
and accrued interest on the note will be due and payable unless the note is converted or the loan is prepaid at an earlier date.
The convertible promissory note is accounted for as a loan receivable with separation of the conversion options that represent
embedded derivatives. The loan is initially recognized at its fair value by discounting future cash flows at market interest rate
for similar financial debt without the conversion options and is subsequently measured at amortized cost. The embedded
derivatives are accounted for at fair value, which is currently considered nominal.
During 2016, a full provision was recorded against the convertible promissory note and any accrued interest. No interest was
recorded on the statement of income for 2016 and 2015.
During 2014, the Company provided share purchase loans of CAD $1,000 each to both the President and former Chief Financial
Officer to purchase common shares of the Company. The share purchase loans are due upon the earlier of the disposition date
of all or proportionate to any part of the pledged securities or November 24, 2019. During the second quarter of 2016, the
outstanding share purchase loan of $764 (CAD $1,000) was repaid in full by the former Chief Financial Officer. During the
fourth quarter of 2016, the Company provided share purchase loans of CAD $250 each (in aggregate $372) to the new Chief
Financial Officer and Senior Executive Vice President, Corporate. These loans are due upon the earlier of the disposition date
of all or proportionate to any part of the pledged securities or December 20, 2021. All share purchase loans bear interest at
1% annually with full recourse and interest is due and payable semi-annually. In total, 143,000 shares of the Company having
a fair value of $1,262 were pledged as collateral on these three loans. At December 31, 2016, the promissory notes of $1,119,
including accrued interest of $12, were included in other assets. During the year, interest of $12 (2015 $16) was paid.
NOTE21FINANCIALINSTRUMENTS
Financial risk management
The Company's activities result in exposure to a variety of financial risks, including risks related to commodity prices, currency
fluctuation, interest rates, credit and liquidity.
Market Risk
Commodity prices and supplies
The Company’s financial performance depends on certain outside sources for raw materials, including carbon black, synthetic
and natural rubber, ethylene propylene diene monomer (“EPDM”) and silicone used in the production of its products, the price
and availability of which are subject to fluctuations from such factors as weather, exchange rates and the price of oil, changes
in industry production capacity, changes in world inventory levels and other factors beyond the Company's control.
The Company manages its commodity price and supply risk by matching purchase commitments to its customers’ requirements
during term of the price quote, ranging from 1 to 3 months and maintains supply sources in different areas of the world.
The Company does not enter into commodity contracts other than to meet the Company’s expected usage and sale requirements;
such contracts are not settled net.
The following table approximates the financial impact, (assuming changes are not passed along to its customers), on the
Company of a 10% increase in the cost of its most critical raw materials based upon purchases made in the respective years:
$Millions
Natural and synthetic rubber
Carbon black
EPDM
Silicone
52
Earnings before tax
2016
2015
(1.60)
(0.72)
(0.58)
(0.90)
(3.80)
(2.06)
(1.24)
(0.68)
(1.02)
(5.00)
AirBoss of America Corp.
Notes to CFS (cont’d)
A small portion of the Company's products are sold at prices denominated in CAD dollars or based on prevailing CAD dollar
prices; most of the raw material purchases are denominated in US dollars and a significant portion of its operational costs and
expenses are incurred in Canadian dollars. Therefore, an increase in the value of the US dollar relative to the Canadian dollar
decreases the net sales in US dollar terms realized by the Company from sales made in Canadian dollars, partially offset by
lower Canadian dollar operational costs/expenses, which decreases operating margin and the cash flow available to fund
operations. The net Canadian monetary assets of its Canadian operations represent a currency risk as the balances are re-
measured at the month end spot rate creating an unrealized exchange gain or loss.
The Company manages its currency risk relating to monetary assets and liabilities denominated in Canadian dollars by
increasing or decreasing the proportion of operating or term loan denominated in Canadian funds or forward currency contracts.
The Rubber Compounding segment’s profit and loss is somewhat naturally hedged in that sales denominated in US dollars
offset US dollar expenses and debt service costs. Engineered Product’s business has relatively higher Canadian dollar expense
content and is not naturally hedged.
The following table approximates the following impact on the Company of a $0.10 decrease in the value of one Canadian
dollar in US currency:
$Millions
Sales (1)
Purchases (2)
Earnings before tax
2016
2015
(2.8)
4.4
(2.5)
6.3
(1) Based upon Canadian dollar-denominated sales in 2016
(2) Based upon combined 2016 Canadian purchases and expenses
Interest Rate Risk
The Company’s interest rate risk mainly arises from the interest rate impact on cash and floating rate debt. At the end of 2016,
Canadian dollar borrowings are on a fixed rate basis (2015: variable rate basis). The US dollar borrowings are on a variable rate
basis (2015: fixed rate basis). The Company has no formal policy to manage a certain proportion of borrowings on a fixed rate basis.
During 2015, the Company entered into an interest rate swap agreement for a notional amount of $22.5 million. Swap interest
is calculated and settled on a monthly basis based on the difference between the floating rate of USD LIBOR and the fixed rate
of 0.98%. The swap agreement matured on February 27, 2017.
During 2016, the net interest expense of the swap agreement was $125 and $125 was paid; (2015: $180 and $196 was paid).
For the year ended December 31, 2016, the fair value of this agreement, representing a loss of $11 (2015: loss of $73) is
recorded on the statement of financial position included in loans and borrowings and changes in fair value are recorded on the
statement of income as finance costs.
The Company has entered into this interest rate swap agreement in order to fix the interest rate on a portion of its term loan
and is not intended for trading or speculation purposes.
At the reporting date, the interest profile of the Company’s interest-bearing financial instruments was:
December31
In thousands of US dollars
Fixed rate instruments
Financial assets
Financial liabilities
Variable rate instruments
Financial assets
Financial liabilities
Total
2016
2015
1,120
(2,979)
-
(70,884)
(72,743)
1,722
(3,131)
-
(74,704)
(76,113)
Fair value sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates for the year would have increased or decreased net income and equity by:
In thousands of US dollars
2016
Variable rate instruments
2015
Variable rate instruments
This analysis assumes that all other variables, in particular foreign exchange rates, remain constant.
A N N U A L R E P O R T
Net income and equity
100bp increase
100bp decrease
(330)
(225)
287
225
53
2016
Notes to CFS (cont’d)
Credit Risk
The Company held cash and cash equivalents of $27,971 at December 31, 2016 (2015: $11,961), which represents its maximum
credit exposure on these assets. The cash and cash equivalents are held with bank and financial institution counterparties, which
are rated A- to AA-, based on Standard and Poor’s ratings.
The Company sells its products to a variety of customers under various payment terms in the normal course of its operations
and therefore is exposed to credit risks. The Company’s exposure to credit risk is influenced by general economic conditions,
the default risk of the industry and the relative concentration of business. A majority of the Company’s trade receivables are
derived from sales to distributors and manufacturers who have been transacting with the Company for over five years. In
monitoring credit risk, the Company considers industry, volume and aging trends, maturity and other relevant factors. The
Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended
when deemed necessary. Purchase limits established for certain accounts represent the maximum open balance permitted
without approval from the CEO. The Company maintains reserves for potential credit losses relating to specific exposures, and
any such losses to date have been within management’s expectations. Net sales from one customer represent approximately
9% (2015: 8%) of the Group’s total net sales in 2016. Five customers represented 31% (2015: 32%) of the Company’s total net
sales in 2016.The loss of any such customers or the delay or cancellation of any orders under certain high-volume contracts could
have a significant impact on the Company.
The Company believes that its five significant customers are credit worthy and has not recorded a provision for credit risk relating
to these accounts.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under normal and stressed conditions.
The Company manages liquidity by maintaining adequate cash balances, having appropriate lines of credit available and
monitoring cash requirements to meet expected operational expenses, including debt service and capital requirements. In
addition, the Company maintains a facility permitting the Company an accordion feature of up to an additional US $50,000
availability, upon the satisfaction of customary conditions for such features. At year end, the Company had cash of $27,971
and unused revolving credit facilities of $60,000 (2015: cash of $11,961 and unused facility of $60,000).
Fair value of financial instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, share purchase loans, convertible
promissory note, demand loan, accounts payable and accrued liabilities, interest rate swap, term loan and other debt and foreign
exchange hedges. The fair values of cash and cash equivalents, accounts receivable, share purchase loans, convertible promissory
note, demand loan, accounts payable and accrued liabilities, interest rate swap and foreign exchange hedges, as recorded in the
consolidated balance sheets approximate their carrying amounts due to the short term maturities of these instruments. The fair value
of the long term loan has been discounted using current market interest rates.
The carrying value and fair value are as follows:
December 31, 2016
In thousands of US dollars
Financial
Instruments
designated
atfairvalue
Loansand
Receivables
(atamortized
cost)
Otherfinancial
liabilities
(atamortized
cost)
Cash and cash equivalents
Trade and other accounts receivable
Share Purchase loans
Convertible Promissory Note
Total financial assets
27,971
-
-
-
27,971
-
42,430
1,119
-
43,549
-
-
-
-
-
Interest rate swap
Foreign Exchange Hedge
Long term loan
Other liabilities
Total financial liabilities
-
-
-
-
-
-
-
-
-
-
11
58
73,195
42,571
115,835
Total
carrying
amount
27,971
42,430
1,119
-
71,520
11
58
73,195
42,571
115,835
Totalfair
value
27,971
42,430
1,119
-
71,520
11
58
74,169
42,571
116,809
54
AirBoss of America Corp.
Notes to CFS (cont’d)
December 31, 2015
In thousands of US dollars
Financial
Instruments
designated
atfairvalue
Loansand
Receivables
(atamortized
cost)
Otherfinancial
liabilities
(atamortized
cost)
Cash and cash equivalents
Trade and other accounts receivable
Share Purchase loans
Convertible Promissory Note
Total financial assets
11,961
-
-
-
11,961
Interest rate swap
Foreign Exchange Hedge
Long term loan
Other liabilities
Total financial liabilities
-
-
-
-
-
-
42,148
1,447
275
43,870
-
-
-
-
-
-
-
-
-
-
73
-
76,849
41,283
118,205
Total
carrying
amount
11,961
42,148
1,447
275
55,831
73
-
76,849
41,283
118,205
Totalfair
value
11,961
42,148
1,447
275
55,831
73
-
77,912
41,283
119,268
The fair value of the share purchase loans, convertible promissory note and long term loan has been based on market interest rate
(level 2) in 2015 and 2016. The Group has not disclosed the fair values for financial instruments (trade and other accounts receivable
and other liabilities) as their carrying amounts approximate their fair values (level 3). There were no reclassifications between
classes of financial assets and financial liabilities in 2015 and 2016. There were no transfers between levels of the fair value
hierarchy in 2015 and 2016.
Capital Management
The Company has defined its capital as follows:
December31
In thousands of US dollars
Cash and cash equivalents
Term loan and other debt
Net debt
Shareholders’ equity
2016
(27,971)
73,206
45,235
109,283
154,518
2015
(11,961)
76,922
64,961
99,534
164,495
The Company's business is cyclical and it experiences significant changes in cash flow over the business cycle. In addition, the
Company's financial performance can be materially influenced by changes in the relative value of the Canadian and US dollar.
The Company's fundamental objective in managing capital is to ensure adequate liquidity and financial flexibility at all times, but
particularly at the bottom of the business cycle and in a strong Canadian dollar environment. The Company constantly monitors
and assesses its financial performance in order to ensure that its net debt levels are prudent, taking into account the anticipated
direction of the business cycle. When reviewing financing decisions, the Company considers the impact of debt and equity
financing on its existing and future shareholders.
The Company has established a $60,000 committed revolving line of credit that provides liquidity and flexibility when capital markets
are restricted.
Directors and officers currently own 25.6% or 5,909,010 shares of the Company. Each director is required to hold shares having
a value equal to three times their annual retainer fee in order to align objectives with that of shareholders. There is no plan to
extend availability of options beyond key management and senior employees. The Company has a dividend policy to provide an
additional return to shareholders; the decision to pay dividends is reviewed quarterly.
During the fourth quarter of 2016, the Company commenced a normal course issuer bid ("NCIB") to purchase up to 1,385,837
of its common shares, representing approximately 10% of the Company's public float. The Company did not purchase any
shares under its NCIB in 2016.
The Company’s approach to capital management is expected to remain unchanged in 2017.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
NOTE22RESTRUCTURING
Subsequent to the acquisition of IRT, the Company decided to consolidate and integrate its manufacturing operations within
the defense business. As a result, the Vermont operations were transferred to the Acton Vale, Quebec facility in 2015. A building
addition was completed at the Acton Vale location and the Company transferred the machinery and equipment from the Vermont
facility, to ensure a smooth transition and no impact to customer orders. Acton Vale fully assumed all production activity prior
to the closing of the facility in Vermont, which was completed in November 2015.
As of December 31, 2016, a restructuring provision of $155 (2015: $360) is recorded on the statement of financial position in
trade and other payables, including derivatives and $nil (2015: $1,134) is recorded on the statement of income as other expense.
NOTE23SUBSEQUENTEVENTS
On February 24, 2017, the Company entered into an interest rate swap agreement for a notional amount of $35 million. Swap
interest is calculated on a monthly basis on the difference between the floating USD LIBOR rate and the fixed rate of 1.69%.
The swap agreement matures on December 10, 2020.
On March 16, 2017, the Board approved the payment and settlement of the executive supplemental plan. The employee benefits
liability amount as recorded on the Statement of Financial Position as at December 31, 2016 for this plan was $1,223.
NOTE24RECLASSIFICATIONOFCOMPARATIVEAMOUNTS
Certain prior year comparative figures have been reclassified to conform to the current period presentation.
A N N U A L R E P O R T
55
2016
Corporate Information
BoardofDirectors
Solicitors
MaryMatthews, CPA, CA, ICD.D. (1) (2) (3)
Toronto, Ontario
Davies Ward Phillips & Vineberg LLP
Toronto, Ontario
BrianA.Robbins (1)
President and CEO, Exco Technologies Limited
Aurora, Ontario
P.GrenvilleSchoch
Chairman and CEO, AirBoss of America Corp.
Aurora, Ontario
AlanJ.D.Watson(2) (3)
Sydney, Australia
RobertHagerman
Aurora, Ontario
RobertL.McLeish (1) (2) (3)
Aurora, Ontario
Port Carling, Ontario
Auditors
KPMG LLP
Toronto, Ontario
TransferAgentAndRegistrar
Computershare Investor Services, Inc.
Toronto, Ontario
Stock Symbol Toronto Stock Exchange: BOS
Web Site Address: www.airbossofamerica.com
Email Address: info@airbossofamerica.com
Our Annual Meeting is Thursday, May 11, 2017
at 4:30 pm at Magna Golf Club,
14780 Leslie Street, Aurora, Ontario
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of Corporate Governance Committee
56
AirBoss of America Corp.
Offices
CORPORATEOFFICE
AirBossofAmericaCorp.
16441 Yonge Street
Newmarket, Ontario, Canada L3X 2G8
Telephone: 905-751-1188
Facsimile: 905-751-1101
Chairman and CEO:
P. G. (Gren) Schoch
President:
Lisa Swartzman
Chief Financial Officer:
Daniel Gagnon
SUBSIDIARIESANDDIVISIONS
AirBossRubberCompounding
(a division of AirBoss of America Corp.)
101 Glasgow Street
Kitchener, Ontario, Canada N2G 4X8
Telephone: 519-576-5565
Facsimile: 519-576-1315
President:
Robert Dodd
AirBossRubberCompounding(NC),Inc.
500 AirBoss Parkway
Scotland Neck, North Carolina, U.S.A. 27874
Telephone: 252-826-4919
Facsimile: 252-826-4994
AirBoss Technical Center
Venture IV Building of the Venture Center
1730 Varsity Drive
Raleigh, NC, U.S.A. 27606
Telephone: 919-488-5580
Facsimile: 919-488-5585
AirBossProduitsd'IngénierieInc./
AirBossEngineeredProductsInc.
970 rue Landry
Acton-Vale, Quebec, Canada J0H 1A0
Telephone: 450-546-2776
Facsimile: 450-546-3735
President:
Tom Ripley
AirBoss-Defense
(a division of Airboss Engineered Products Inc.)
3341 75th Avenue, Suite GG
Landover, MD, U.S.A. 20785
Telephone: 301-352-8800
Facsimile: 240-582-6366
AirBoss-Defense Research Center
28A Boul. de l’Aeroport
Bromont, Quebec, Canada J2L 1S6
Telephone: 450-534-9979
Facsimile: 450-534-4951
AirBoss Flexible Products Co.
2600 Auburn Ct.
Auburn Hills, Michigan, U.S.A. 48326
Telephone: 248-852-5500
Facsimile: 248-852-8620
President:
Bradley Berghouse
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A N N U A L R E P O R T
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AI RB OSS OF AMERICA CORP.