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CrownANNUAL REPORT 2020 IN ALL SUCCESSFUL BUSINESSES THE KEY TO SUCCESS RELIES ON MANAGEMENT’S ABILITY TO MASTER THREE FUNDAMENTALS: • COMMITMENT TO CUSTOMER • CLEAR VISION OF GOALS • CORRECT TIMING OF ACTIONS OUR SENIOR MANAGEMENT TEAM KNOWS, UNDERSTANDS AND LIVES BY THESE BUSINESS FUNDAMENTALS. MANAGEMENT DISCUSSION AND ANALYSIS PREFACE This Management Discussion and Analysis (MD&A) comments on Imaflex Inc.’s (the “Parent Company”) operations, financial performance, financial condition, future outlook and other matters for the three-month periods and years ended December 31, 2020 and 2019. Unless otherwise indicated, the terms “Imaflex”, “Company”, “Corporation”, “we”, “our”, and “us” all refer to Imaflex Inc., together with its divisions Canguard Packaging and Canslit, along with its wholly owned subsidiary, Imaflex USA Inc. All intercompany balances and transactions have been eliminated on consolidation. This MD&A also provides information to improve the reader’s understanding of the accompanying audited consolidated financial statements and related notes. It should be read together with our audited consolidated financial statements for the years ended December 31, 2020 and 2019. Unless otherwise indicated, all financial data in this document was prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and all amounts in tables are expressed in thousands of Canadian dollars unless otherwise indicated. Differences may occur due to rounding of amounts. We also use financial measures that are not defined by IFRS. Please refer to the section entitled “Non-IFRS Financial Measures” for a complete description of these measures. This MD&A was reviewed by Imaflex’s Audit Committee and approved by the Board of Directors on April 14, 2021. Disclosure contained within it is current to that date, unless otherwise indicated. Additional information on Imaflex is available on our website at www.imaflex.com and on SEDAR at www.sedar.com. CRITICAL ACCOUNTING POLICIES The Company’s significant accounting policies, including the Company’s accounting policies under IFRS, are disclosed in note 2, Significant accounting policies of the audited consolidated financial statements for the years ended December 31, 2020 and 2019. IFRS 16, Leases Effective January 1, 2019, Imaflex adopted IFRS 16, Leases, (“IFRS 16”). Under IFRS 16, which replaces IAS 17, lessees are required to account for leases on their balance sheet by recognizing a “right of use” asset and a lease liability, essentially removing the distinction between an operating and finance lease. Certain exemptions exist for short-term leases and leases of low value assets. FORWARD LOOKING STATEMENTS From time to time, we make forward-looking statements within the meaning of Canadian Securities laws, including the “safe harbor” provisions of the Securities Act (Ontario). We may make such statements in this document, in other filings with Canadian regulators, in reports to shareholders or in other communications. These forward-looking statements include, amongst others, statements regarding the business and anticipated financial performance of the Company. The words “may”, “could”, “should”, “would”, “outlook”, “believe”, “plan”, “anticipate”, “expect”, “intend”, “objective”, the use of the conditional tense and words and expressions of similar nature are intended to identify forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements, as a number of important factors could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, statements relating to the potential impacts on our business, financial condition, liquidity and financial results due to the COVID-19 pandemic, the length and severity of an economic downturn, management of credit, market dynamics, liquidity, funding and operational risks; the strength of the Canadian and U.S. economies in which we conduct business; the impact of the Annual Report – December 31, 2020 1 MANAGEMENT DISCUSSION AND ANALYSIS FORWARD LOOKING STATEMENTS (continued) movement of the Canadian dollar relative to other currencies, particularly the U.S. dollar; the effects of changes in interest rates; the effects of competition in the markets in which we operate; our ability to successfully align our organization, resources, and processes; the availability and price of raw materials; failure to achieve planned growth associated with the U.S. operations and future sales; changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates; operational and infrastructure risks; and other factors that may affect future results including, but not limited to, timely development and introduction of new products and services; changes in tax laws, technological changes, new regulations; the possible impact on our businesses from public-health emergencies, international conflicts and other developments; and our success in anticipating and managing the foregoing risks. We caution our readers that the previous list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Unless otherwise required by the securities authorities, we do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf. The forward-looking statements contained herein are based on information available as of April 14, 2021. COMPANY OVERVIEW lmaflex is focused on the development and manufacturing of innovative solutions for the flexible packaging and agricultural markets. The Company's flexible packaging products are largely used to protect and preserve the integrity of products and consist primarily of polyethylene (plastic) films and bags, and metalized films. Our polyethylene films are mainly sold to printers known as "converters", who process the film into a finished product to meet their end-customer needs. Additionally, our films are sold directly to customers to protect and market their own products, or bought by distributors for re-sale. Our agricultural films are finished products, predominantly sold directly by lmaflex to growers. They are available in a variety of formats and include both metalized and non-metalized films. Our portfolio includes common mulch, compostable and fumigant barrier films, as well as innovative metalized crop protection films, that add pest/weed control and/or accelerated growth benefits beyond those provided by our common mulch films. Imaflex operates three manufacturing facilities. Two are located in the province of Quebec, including Montreal (Imaflex Inc.) and Victoriaville (Canguard and Canslit), and one is located in Thomasville, North Carolina, USA (Imaflex USA). The Company also has a warehouse in Thomasville. The four facilities cover a total area of approximately 25,084 square meters or 270,000 square feet. lmaflex and lmaflex USA specialize in the manufacturing and sale of custom-made polyethylene films and bags, along with non-metalized agricultural films. Canguard specializes in the manufacturing and sale of polyethylene garbage bags, while Canslit specializes in the metallization of plastic film. We believe that our manufacturing presence in both Canada and the United States provides a competitive advantage in terms of logistics, currency, manufacturing flexibility and cost leadership. The common shares of the Parent Company, Imaflex Inc., are listed on the TSX Venture Exchange under the symbol “IFX”. The Company’s head office is located in Montréal (Québec). GROWTH STRATEGY Imaflex’s history attests to its management’s ability to successfully adapt to prevailing and continuously changing market conditions. Management believes that success will also lie in the ability to properly manage future growth whether it comes from new markets and products, acquisitions, mergers, or a combination of any or all three. This success will depend on the Company’s ability to seek out new opportunities and to position itself such that it will be able to take advantage of them when they present themselves. Past decisions have been made bearing this in mind and the Company is now in a better position to make this happen. Annual Report – December 31, 2020 2 MANAGEMENT DISCUSSION AND ANALYSIS GROWTH STRATEGY (continued) Management believes the following initiatives will contribute to Imaflex’s long-term growth: Strengthen and Grow the Core We will continue to strengthen the core flexible packaging business. This includes revenue growth and margin expansion through higher production volumes geared towards the most profitable markets and products, along with a focus on lean operations (minimizing scrap, reducing production set-up times, etc.). In addition to growing organically, we will also consider strategic acquisitions that make sense in terms of complementary fit, cost and ease of integration. Grow the Agriculture Business We will continue to build-out our agriculture business, driving awareness and exposure for our advanced crop protection films, particularly our metalized films and our patented active ingredient release film, ADVASEAL® (under development). Our metalized agriculture films are surface coated with metallic aluminum aimed to protect plants from disease transmitting insects, to limit the growth of soil borne pests and weeds and/or to accelerate the growth and yield of plants. ADVASEAL® (under development) Today, agricultural films are used in the growing of fresh fruits and vegetables worldwide to cover soil treated with fumigants – volatile and toxic pesticides essential for reducing pests, weeds and fungi in the soil, thus supporting good growth of new crop seedlings. Currently, fumigants offer the greatest efficacy for pre-plant soil disinfestation, but they also have the highest health and environmental risk due to their volatility, toxicity and required application rates that can run into the hundreds of pounds per acre. The U.S. Environmental Protection Agency (EPA) originally approved ADVASEAL® (ADVASEAL® HSM), which contained only an herbicide for weed control. The new enhanced ADVASEAL®, which is under development, also includes three fungicides and a nematicide to control soil borne pathogens, thus becoming a complete non-fumigant alternative for pre-plant soil disinfestation. With ADVASEAL®, these modern non-volatile crop protection products can be applied more effectively and safely than with fumigants. The crop protection products are incorporated into a coating, which is then applied to a mulch film. Once the coated film is applied to the ground, the active ingredients are released into the soil under controlled conditions, preventing the over/under-dosing found with current soil disinfestation practices. This new technology dramatically reduces the amount of crop protection products required. The catalyst to trigger the release of the active ingredients is soil moisture. When the film is applied to the soil, the active ingredients are efficiently and safely discharged into the ground, resulting in heightened productivity, lower costs and notable environmental benefits. The underlying technology is patent-protected in the top 20 major vegetable and fruit producing countries worldwide. ADVASEAL® is safe to transport, store and handle and its application is emission-free, eliminating the risk of inhalation and environmental damage present with the drift of fumigants under current agricultural practices. In addition to being environmentally friendly, management estimates that ADVASEAL® will provide significant savings to growers depending on the crop and fumigants currently being used. ADVASEAL® permits the precise application of a low dose of crop protection products. Management estimates that ADVASEAL® will reduce the chemicals required by over 95% and eliminate many of the costly work-steps currently being used. Collectively, this puts Imaflex in a good position to capture market share worldwide as ADVASEAL® is commercialized. Maintain focus on Research and Development We will maintain our focus on enhancing the customer value proposition, while developing new capabilities and leading-edge products for highly profitable niche markets. This will help support the build-out of our core flexible packaging product portfolio. The Company’s research team uses the fields in which they have core-competencies in order to identify innovative improvements and solutions where chemicals and polymers can offer added-value. Continue Upgrading Equipment Finally, we will focus on the efficiency of our equipment, making the required capital investments to maintain, upgrade and expand into new areas. Our commitment to make the required investments, and our ability to deliver customized solutions, on-time and at competitive prices should help to drive revenue and margin expansion, while allowing us to remain competitive in the marketplace. Annual Report – December 31, 2020 3 MANAGEMENT DISCUSSION AND ANALYSIS MARKET OVERVIEW The North American flexible packaging market is valued at approximately US $29 billion. Although this market is highly fragmented and commoditized in terms of pricing, there are niches within the space that offer opportunity for increased profitability. In 2020, Imaflex was once again ranked in the top 100 North American film and sheet manufacturers by sales. The total addressable global mulch film market, excluding silage and greenhouse films, is valued at approximately US $3.5 billion. The Company has and continues to develop innovative and proprietary solutions for this important market. Going forward, Imaflex hopes to capture a much larger share of the agriculture film market due to its advanced crop protection and yield enhancement products, such as ADVASEAL®. Management believes the value of the global addressable market for an active ingredient release film like ADVASEAL® will be much larger than that for traditional mulch films. In the U.S. alone, the Company estimates that approximately 130 million pounds of mulch film is being used, resulting in an estimated total addressable market for ADVASEAL® of approximately US $750 million. With growing concerns over the scarcity of resources, the environment, lower crop yields due to disease, and a rising global population, the Company believes that the macro-environment is also working in its favour. Sustainability and intelligent farming are becoming increasingly important and growers are increasingly turning to other industries to help them do more with less. ADVASEAL® COMMERCIALIZATION PROCESS Imaflex has successfully completed the design of a new coating line, customized specifically for the cost effective production of the new ADVASEAL®, containing all the active ingredients, not just a herbicide as originally approved by the EPA. In addition, the Company sourced all the active ingredients (herbicide, nematicide and fungicides) to be coated on the film. In order to obtain sufficient quantities of ADVASEAL® film for field trials, the Company also worked closely with FUJIFILM Manufacturing U.S.A. Inc. (FUJIFILM) to develop and optimize the coating process for the application of the active ingredient mixture. In February 2020, Imaflex subsequently commenced an Efficacy Field Trial, designed to evaluate ADVASEAL’s® ability to release its crop protection products into the soil and achieve soil disinfestation, prior to planting tomato seedlings. Concurrently, the trial monitored plant growth, yield and quality, compared to a crop produced under the current best Florida grower standard for fresh tomato production using fumigants. The tomato plant was chosen as a model crop, because it is one of the most widely grown vegetables in the world. Furthermore, if high yields can be achieved using ADVASEAL® with tomato plants, it can likely be used to generate high yields for most other fruits and vegetables that require pre-plant soil disinfestation with fumigants. On March 31, 2020, Imaflex announced positive interim results for the Efficacy Trial. Independent analytical lab results of ADVASEAL® samples collected at the trial site, in the three-week period following the film being laid on the ground, indicated that the active ingredients were being released into the soil in the desired manner. Similarly on May 19, 2020, Imaflex announced positive trial results from the first of three harvests comparing tomato production using ADVASEAL® to the grower standard. Finally, on September 10, 2020 the Corporation announced final independent results showing that ADVASEAL® was a viable soil fumigation alternative to the current best grower practice of using fumigants to improve yields of field grown vegetables. Based on these positive findings, in October 2020 the Corporation announced the commencement of a Release Study, the last and most comprehensive trial required for the U.S. Environmental Protection Agency (EPA) registration package. The Study was required to determine the exact timing each active ingredient coated on ADVASEAL® is released into the soil. This is needed to show compliance with the pre-harvest intervals established by the EPA, which is essentially the wait period required between the last application (release) of an active ingredient and when a crop can be harvested for safe human consumption. On January 25, 2021, the Company subsequently announced positive independent final results for the Release Study. The release times of all five crop protection products (“active ingredients” or “technical grade active ingredients - TGAI”) coated on ADVASEAL® were in compliance with the pre-harvest intervals established by the EPA. Annual Report – December 31, 2020 4 MANAGEMENT DISCUSSION AND ANALYSIS ADVASEAL® COMMERCIALIZATION PROCESS (continued) Imaflex has one remaining step before submitting the registration package to the EPA for approval of ADVASEAL® as a new physical pesticide formulation. Four of the five active ingredients used on ADVASEAL® come from Asia and are not yet registered in the U.S.A. To simplify their registration as generic pesticides Imaflex has mandated a lab to prove their equivalence with TGAIs already registered and marketed in the U.S.A. Going forward, holding our own TGAI registration should provide us with greater autonomy as we commercialize ADVASEAL®, while also making us less reliant on a particular supplier. The work is progressing well and Imaflex remains on track to submit the TGAI and ADVASEAL registration package around summer 2021. Once the ADVASEAL® and TGAI registration package is submitted, the EPA review process can take up to a year to complete. Management believes the registration process will be positive as the generic active ingredients to be used with ADVASEAL are effectively used by growers today. As well, the Company previously received EPA approval of its herbicidal active ingredient release film, ADVASEAL® HSM. COMPETITIVE ENVIRONMENT Although competition is high in all of our markets, Imaflex operates in a multi-billion dollar industry with a multitude of product opportunities. Flexible packaging alone is used in almost every consumer market to protect and preserve the integrity of a product. Many customers also deal in food related goods, which are somewhat recession resistant. Imaflex believes the Company’s ability to develop innovative solutions, while offering high quality products and service gives it a competitive edge. This combined with our ability to take on smaller orders with short lead times and at competitive prices helps creates customer loyalty Some competitors, experiencing idle operations or producing at below average capacity levels, may attempt to gain market share through reduced pricing, particularly during difficult economic times. Imaflex still believes that maintaining its focus on the quality of its products and the excellence of its customer service remains its best long-term strategy, as these two characteristics define our position and reputation in the market, and this regardless of the fluctuations in the economic cycle. This strategy has been the backbone of our growth and it has served us well. We employ a staff of chemical & polymer engineers and a chemist, which allows us to develop unique solutions. In our markets, we believe it is essential to sell value-added products and avoid producing highly commoditized offerings generating lower margins. The key to this strategy is identifying and building relationships with customers having specific needs and eventually developing products that address them. Our sales force is mandated to seek out such clients and the Company works to ensure its sales team is technically accomplished and equipped to properly communicate the advantages of all products. EMPLOYEES AND CORPORATE OFFICE Imaflex currently employs approximately 218 people in North America, including those at our corporate head office located in Montreal, Canada. The Company currently has no unionized employees. OUTSOURCING Our industry is capital intensive and labour is only a minor component in the total cost of production. As a result, outsourcing our manufacturing to countries with lower wages would not have a material impact on costs, especially when factoring in expenses related to freight and duty. Furthermore, the risks associated with relinquishing our control over quality and delays in delivery deadlines would far outweigh any minimal benefit that would be generated by lower labour costs. However, in the effort of eliminating bottlenecks in our production process when our capacity usage is very high, management may consider the use of third-party (toll) manufacturers for certain activities in order to meet all production deadlines and ensure the best service to our customers. Annual Report – December 31, 2020 5 MANAGEMENT DISCUSSION AND ANALYSIS RISK FACTORS The Company is involved in a competitive industry and marketplace in which there are a number of participants. To accommodate and effectively manage future growth, Imaflex continues to improve its operational, financial and management information systems, as well as its production procedures and controls. Our success is largely the result of the continued contributions of our employees and the Company’s ability to attract and retain qualified management, sales and operational personnel. The overall market we compete in has historically shown resiliency and growth, even during difficult economic times. Our customers predominantly operate in the food packaging and agriculture markets, which are somewhat resilient to recessionary and seasonal pressures. This fact, coupled with expanding product lines and the introduction of newer and faster equipment, should help Imaflex weather any potential volatility caused by uncertainty in the North American economic climate. Factors which can impact the Company include, but are not limited to: the impact of the COVID-19 global pandemic on our current and future business, management of credit, market dynamics, liquidity, funding and operational risks; the strength of the Canadian and U.S. economies in which we conduct business; the impact from movement of the Canadian dollar relative to other currencies, particularly the U.S. dollar; the effects of changes in interest rates; the effects of competition in the markets in which we operate; our ability to successfully align our organization, resources, and processes; the availability and price of raw materials; failure to achieve planned growth associated with the U.S. operations; changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates; operational and infrastructure risks; other factors may affect future results including, but not limited to, timely development and introduction of new products and services; changes in tax laws, technological changes and new regulations; the possible impact on our businesses from public-health emergencies, international conflicts and other developments; and our success in anticipating and managing the foregoing risks. GENERAL SITUATION OF THE POLYETHYLENE BLOWN FILM MARKET – RESIN PRICING Resin costs began to rise at the end of the second quarter of 2020 and this trend accelerated into 2021 due to a storm in Texas in February 2021 which shut down the vast majority of U.S. resin plants. It’s expected to take resin producers considerable time to back-fill orders, restock inventories and unwind force majeure declarations. While resin production is now ramping up again, any new production issues could compound the situation further, putting additional pressure on pricing. Assuming production continues to build, some pricing relief may be possible in the second half of 2021. As Imaflex has no long term contracts with its customers, it is able to adjust product pricing as resin input costs change. There is usually a 30-day lag between a resin price increase and when customer product pricing can be revised. However, decreases in resin prices are normally passed along to the customer immediately. Given that Imaflex is able to adjust product pricing, we do not expect it to have a material impact on our business. LOSS OF BUSINESS FROM A SIGNIFICANT CUSTOMER One of our business practices has been to limit the purchases by any particular customer to less than 10% of our revenues. This strategy helps ensure that our profitability and financial well-being are not dependent on any one client. COMPETITION FROM OTHER COMPANIES Imaflex operates in the highly competitive multi-billion dollar flexible packaging and agricultural film markets. This said, we believe the Company has a competitive edge over the competition due to our highly skilled teams that are quick to respond to customer needs, a diversified manufacturing base and the fact that the bulk of our customers deal in food related products which are less subject to recessionary and seasonal pressures. It may not always translate into greater net profit, but it should result in customer loyalty if we decide to match our competitors’ prices. Annual Report – December 31, 2020 6 MANAGEMENT DISCUSSION AND ANALYSIS SEASONALITY OF OPERATIONS Certain products made at our Victoriaville and Thomasville facilities are subject to some seasonality due to the plant’s partial manufacturing focus on the production of agriculture film for fruit and vegetable growers. Inventory is managed in a way to optimize cash flow, while also remaining capable to seize market opportunities that may arise. Since these locations also manufacture products destined for other markets, they are not overly affected by seasonal downturns. EXPOSURE TO PRODUCT LIABILITY Due to the nature of our operations, which consist primarily of manufacturing polyethylene film for converters, who process film into finished products for their end-customers, Imaflex’s exposure to product liability is low. Furthermore, the Corporation is not exposed to liability for personal injury or death arising from negligence in the manufacturing of the films. The only market segment that exposes the Company to potential product liability claims is the agriculture space. In this market, proof of negligence in our manufacturing process could entail some form of compensation in the event that the expected crop yields do not materialize. Although the likelihood of a claim in this market is low, we are nonetheless covered by a product liability insurance policy in the amount of $25,000,000. FLUCTUATIONS IN OPERATING RESULTS It is important to note that quarterly profitability may vary, irrespective of quarterly sales. This is due to many factors, including and not limited to: competitive conditions in the businesses in which Imaflex participates; general economic environment and normal business uncertainty; product mix; fluctuations in foreign currency exchange rates; the availability and costs of raw materials; changes in Imaflex’s relationship with its suppliers; planned plant shutdowns for preventative maintenance affecting production levels; and interest rate fluctuations along with other changes in borrowing costs. EXPOSURE TO INTEREST RATE FLUCTUATIONS The Company’s borrowings, which bear interest at a variable rate, have some interest rate risk. Management assesses its exposure to interest rate fluctuations and decides whether it may be favourable to enter into contracts to hedge this risk based on expected future movements and available economic data. Interest rate hikes, including those seen in recent quarters, may affect the Company’s future cost of borrowing. However, management is currently not hedging its interest rate exposure and expects this exposure to lessen as the outstanding balance on its long-term borrowings decreases. ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL Imaflex’s core operational management team has been historically stable and the Company was able to keep key competencies within the firm. This includes its three founders, who have more than 100 years of combined experience in management and research and development. As Imaflex has grown, it has also strengthened its team, adding individuals having a variety of competencies, such as accounting, operations, or engineering. Management promotes a work environment that allows for the free exchange of ideas in an effort to ensure that the Company remains at the forefront of its industry. Management is confident that it can retain and, if need be, attract qualified individuals that will contribute to its on-going goal of building shareholder value. FOREIGN EXCHANGE FLUCTUATIONS Some of the Company’s sales and expenses, as well as accounts receivable and payable, are denominated in US dollars. A portion of the revenue stream in US dollars acts as a natural hedge to cover US denominated expenses. Imaflex can also borrow funds on its line of credit in US dollars. The Company has increased its debt in US dollars in order to obtain additional revenues in US dollars. As this additional U.S. business fully materializes, the Company’s exposure to foreign Annual Report – December 31, 2020 7 MANAGEMENT DISCUSSION AND ANALYSIS FOREIGN EXCHANGE FLUCTUATIONS (continued) currency should be managed naturally. Management continuously assesses its exposure to such risk and the Company does not currently use any financial instruments to hedge its foreign currency position. ENVIRONMENTAL HAZARDS The Company’s raw materials, processes and finished goods do not have any hazardous implications. However, we do buy a few items which are used in our production equipment, such as cooling products, which may be hazardous, but their use and handling are controlled. Though these products actually pose little risk, they are handled in a manner that fully complies with existing safety regulations. NON-IFRS FINANCIAL MEASURES The Company’s management uses a non-IFRS financial measure in this MD&A, namely EBITDA, to assess its performance. EBITDA is determined as “Earnings before interest, taxes, depreciation and amortization”. The reader may refer to the following table for the reconciliation of the Company’s EBITDA to its reported net income. Reconciliation of EBITDA to net income: ($ thousands, except per share data) Net income Plus: Income taxes Finance costs Depreciation and amortization EBITDA1 Basic EBITDA per share2 Diluted EBITDA per share2 Three months ended December 31, Years ended December 31, 2020 2019 2020 2019 $ 1,679 303 $ 6,349 $ 1,536 239 116 773 $ 2,807 $ 0.06 $ 0.06 79 187 895 $ 1,464 $ 0.03 $ 0.03 1,862 545 3,593 $ 12,349 $ 0.25 $ 0.24 678 729 3,330 $ 6,273 $ 0.13 $ 0.12 (1) Basic weighted average number of shares outstanding of 50,063,637 for the quarter and 50,040,823 for the year ended December 31, 2020. This compares to basic weighted average number of shares outstanding of 50,013,637 for the three and twelve-month periods ended December 31, 2019. Diluted weighted average number of shares outstanding of 50,971,441 for the quarter ended December 31, 2020 (50,563,269 in 2019) and 50,704,888 for the year ended December 31, 2020 (50,684,870 in 2019). While EBITDA is not a standard IFRS measure, management, analysts, investors and others use it as an indicator of the Company’s financial and operating management and performance. EBITDA should not be construed as an alternative to net income determined in accordance with IFRS as an indicator of the Company’s performance. The Company’s method of calculating EBITDA may be different from those used by other companies and accordingly it should not be considered in isolation. RESULTS OF OPERATIONS During the fourth quarter of 2020, Imaflex saw robust year-over-year growth in revenue and profitability. COVID-19 continued to have no material impact on operations. The solid results seen throughout 2020 resulted in strong top and bottom line growth for the year, with the Company achieving record profitability. Liquidity also remained strong and the Company ended the year with $3.2 million of cash and no debt on its short term credit facility. Annual Report – December 31, 2020 8 MANAGEMENT DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS (continued) ($ thousands) Three months ended December 31, 2020 2019 Years ended December 31, 2020 2019 Sales $21,940 $18,740 $86,682 $81,071 Revenues were up 17.1% over the fourth quarter of 2019, reaching $21.9 million. Growth was driven by product mix, including heightened sales of 5-layer and metalized agriculture films. As well, sales of converted products were up materially over 2019. During the quarter, product pricing gradually firmed-up over 2019 levels as resin costs continued to rise above the market bottom reached earlier in 2020. As Imaflex has no long-term customer contracts, it is able to adjust product pricing in accordance with resin input costs, although there is usually a 30-day lag between a resin price increase and when customer pricing can be revised. Revenues came in at $86.7 million for fiscal 2020, up 6.9% over 2019, while overall extruded film sales volumes on a poundage basis were up 9% year-over-year. Growth was driven by robust flexible packaging sales volumes, along with heightened sales of agricultural films and converted products, partially offset by the lower pricing environment caused by on-going competitive pressures and lower resin prices. ($ thousands) Gross Profit ($) before amortization of production equipment Gross Profit before amortization of production equipment (%) Amortization of production equipment Gross profit ($) Gross profit (%) Three months ended December 31, 2020 2019 Years ended December 31, 2020 2019 $5,214 $3,449 $19,901 $14,008 23.8% 18.4% 23.0% 17.3% 703 $4,511 20.6% 802 $2,647 14.1% 3,335 $16,566 19.1% 3,056 $10,952 13.5% Gross profit before the amortization of production equipment was $5.2 million or 23.8% of sales for the fourth quarter of 2020, up from $3.4 million and 18.4% of sales respectively in 2019. Similarly, the quarterly gross profit including amortization of production equipment was up markedly over 2019, coming in at $4.5 million or 20.6% of sales, versus $2.6 million and 14.1% of sales in the prior year. The improvement was largely driven by the positive impact of scale on our business, whereby incremental revenues have a fairly meaningful effect on margins due to the diminished impact of labor and overhead costs relative to sales. For fiscal 2020, the gross profit before amortization of production equipment came in at $19.9 million or 23.0% of sales, up from $14.0 million and 17.3% respectively in 2019. Similarly, gross profit including amortization of production equipment was notably higher, reaching $16.6 million or 19.1% of sales for calendar 2020, versus $11.0 million and 13.5% of sales in 2019. The increase was driven by the same factors outlined for the quarter. As well, during the front end of 2020 Imaflex also benefited from favourable fluctuations in foreign exchange. ($ thousands) Selling and administrative As a % of sales Three months ended December 31, 2020 2019 Years ended December 31, 2020 $1,452 6.6% $1,676 8.9% $7,149 8.2% 2019 $7,042 8.7% Annual Report – December 31, 2020 9 MANAGEMENT DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS (continued) Selling and administrative expenses were $1.5 million for the fourth quarter of 2020, down 13.4% from $1.7 million in 2019, due largely to a decrease in administrative expenses. This, combined with the higher revenue base for the current quarter, also generated lower year-over-year selling and administrative expenses as a percent of sales, which came in at 6.6% for the fourth quarter of 2020, versus 8.9% in the prior year. For calendar 2020, selling and administrative expenses were $7.1 million, up slightly from $7.0 million in 2019 due to increased sales commissions resulting from stronger revenues year-over-year. As a result of the higher revenue base for fiscal 2020, selling and administrative expenses as a percentage of sales were down versus 2019, coming in at 8.2% for calendar 2020 versus 8.7% in 2019. ($ thousands) Three months ended December 31, 2020 2019 Years ended December 31, 2020 Finance costs $116 $187 $545 2019 $729 Finance costs came in at $116 thousand for the fourth quarter of 2020, down from $187 thousand in 2019. Similarly, calendar 2020 expenses were lower, coming in at $545 thousand for the year versus $729 thousand in 2019. The decreased cost for the quarter and calendar 2020 were largely due to a reduction in debt outstanding, particularly relating to the Corporation’s line of credit, along with lower interest rates. ($ thousands) Three months ended December 31, 2020 2019 Years ended December 31, 2020 Foreign exchange & other losses $965 $374 $533 2019 $872 Due essentially to the depreciation of the US dollar against the Canadian dollar, Imaflex recorded a foreign exchange & other loss of $1.0 million in the fourth quarter of 2020, compared to a loss of $0.4 million in 2019. This created an unfavourable year-over-year variance of $0.6 million. A one-time loss of $0.1 million is included in the current quarter relating to the disposition of assets. For fiscal 2020, Imaflex recorded a foreign exchange & other loss of $0.5 million, down from a loss of $0.9 million in 2019, culminating in a favourable year-over-year variance. A majority of the Corporation’s foreign exchange gains and losses are non-cash impacting and largely relate to intercompany balances for which Imaflex can control the time of settlement. ($ thousands) Three months ended December 31, 2020 2019 Years ended December 31, 2020 Income taxes As a % of income before taxes $239 12.5% $79 20.7% $1,862 22.7% 2019 $678 30.6% Income taxes were $0.2 million or 12.5% of income before taxes for the fourth quarter of 2020, versus $79 thousand and 20.7% in the corresponding prior-year period. For fiscal 2020, income taxes stood at $1.9 million or 22.7% of income before taxes, versus $0.7 million and 30.6%, respectively in 2019. The Corporation’s statutory tax rate is currently 26.5%. Annual Report – December 31, 2020 10 MANAGEMENT DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS (continued) ($ thousands, except per share data) Net income Basic earnings per share Diluted earnings per share Three months ended December 31, 2020 2019 Years ended December 31, 2020 $1,679 $0.03 $0.03 $303 $0.01 $0.01 $6,349 $0.13 $0.12 2019 $1,536 $0.03 $0.03 Net income came in at $1.7 million for the fourth quarter of 2020, up 454.1% over the $0.3 million realized in the prior year. The year-over-year improvement was largely due to the higher gross profit and lower administrative expenses in the current quarter, partially offset by the higher foreign exchange and other losses versus 2019. Net income was $6.3 million for fiscal 2020, up 313.3% over the prior year. The increase was driven by the higher gross profit and lower foreign exchange losses in 2019. SUMMARY OF QUARTERLY RESULTS Summary financial data derived from the Company’s unaudited quarterly financial statements for each of the eight most recently completed quarters are as follows: For the quarters ending March, June, September and December ($ thousands, except per share data): Revenues Net income Earnings per share Basic Diluted Q4/20 21,940 Q3/20 22,904 Q2/20 20,807 Q1/20 21,031 Q4/19 18,740 Q3/19 19,195 Q2/19 Q1/19 21,269 $21,867 1,679 1,236 342 3,092 303 470 205 558 0.034 0.033 0.025 0.024 0.007 0.007 0.062 0.061 0.006 0.006 0.009 0.009 0.004 0.004 0.011 0.011 It is important to note that profitability may vary from quarter to quarter, irrespective of quarterly sales, due to many factors. These factors include and are not limited to: competitive conditions in the businesses in which the Company participates; general economic conditions and normal business uncertainty; product mix; fluctuations in foreign currency rates; the availability and costs of raw materials; changes in the Company’s relationship with its suppliers; planned plant shutdowns for preventative maintenance affecting production levels; along with interest rate fluctuations and other changes in borrowing costs. FINANCIAL POSITION December 31, 2020 vs. December 31, 2019 Working capital stood at $16.8 million as at December 31, 2020, up from $10.0 million as at December 31, 2019. The $6.8 million year-over-year improvement was largely due to a $3.2 million increase in cash, along with a $4.5 million decrease in bank indebtedness, partially offset by a $0.9 million increase in current tax liabilities. Imaflex has made significant progress reducing debt levels and enhancing cash flows, which is having an increasingly positive impact on its financial strength. Annual Report – December 31, 2020 11 MANAGEMENT DISCUSSION AND ANALYSIS LIQUIDITY Cash Flows from Operating Activities Cash flows from operating activities, before movements income taxes, stood at $3.8 million for the fourth quarter of 2020, up from $1.8 million in the prior year. Including movements in working capital and taxes paid, net cash generated by operating activities was $2.2 million for the current quarter, versus $2.7 million in 2019. The decrease over 2019 was largely driven by movements in trade and other receivables and inventories. in working capital and For fiscal 2020, cash flows from operating activities, before movements in working capital and income taxes, stood at $12.8 million, up from $7.2 million in 2019. Including movements in working capital and taxes paid, net cash generated by operating activities stood at $12.0 million for calendar 2020, versus $9.7 million in the prior year. Cash Flows from Investing Activities During the fourth quarter of 2020, Imaflex contributed $0.6 million towards capital assets, as compared to $1.3 million in 2019. For fiscal 2020, capital investments totaled $1.6 million, down from $5.4 million in 2019. The higher expenses in 2019 largely relate to the purchase of production equipment, including a five layer extruder. These investments were made to further enhance the Company’s production capacity and capabilities in order to heighten sales and profitability. Cash Flows from Financing Activities During the fourth quarter of 2020, the Corporation had cash outflows from financing activities of $0.6 million, versus outflows of $1.9 million in 2019. The increased outflows in the fourth quarter of 2019 were largely due to $0.9 million of payments to decrease the company’s bank indebtedness, versus nil in the corresponding quarter of 2020. For fiscal 2020, Imaflex had $7.2 million of outflows from financing activities, primarily to decrease bank indebtedness and long term debt, along with the repayment of lease obligations. This compares to net outflows of $4.5 million in 2019. The lower cash outflows in 2019 largely resulted from $3.7 million of cash inflows due to an increase in long term debt, versus $0.8 million in 2020. The Corporation has made significant progress in reducing debt levels and ended fiscal 2020 with no debt on its revolving line of credit (bank indebtedness), versus $4.5 million as at December 31, 2019. CONTRACTUAL OBLIGATIONS The contractual obligations as at December 31, 2020 were as follows: ($ thousands) Payments due by period Long-term debt Bank indebtedness Leases* Total contractual obligations Total $ 7,979 - 2,605 $ 10,584 Less than 1 year $ 2,139 - 937 $ 3,076 1 to 5 years $ 5,646 - 1,668 $ 7,314 After 5 years 194 $ - - $ 194 *Based on IFRS 16, commitments previously captured under operating leases are now largely recorded on the balance sheet as lease obligations. These contractual obligations are sensitive to the fluctuation of interest rates. They are based on interest and foreign exchange rates effective as at December 31, 2020. CAPITAL RESOURCES The Company’s $12 million operating line of credit, which is secured by trade receivables and inventories, bears interest at a premium of 0.40% over the Canadian prime rate. As at December 31, 2020, Imaflex had no outstanding balance on its line of credit ($4.5 million as at December 31, 2019) and had cash outstanding of $3.2 million ($0.1 million as at December 31, 2019). Working capital stood at $16.8 million as at December 31, 2020 versus $10.0 million as at December 31, 2019. Annual Report – December 31, 2020 12 MANAGEMENT DISCUSSION AND ANALYSIS CAPITAL RESOURCES (continued) The Company controls its financial leverage, ensuring that its borrowings reflect the asset base against which funds are borrowed as well as the profitability that is generated through the operations. PROPOSED TRANSACTION The Company is not currently contemplating any business acquisition or merger. RELATED PARTY TRANSACTIONS In the normal course of operations, the Company had routine transactions with related parties. These transactions are measured at fair value, which is the amount of consideration established and agreed to by the related parties. The following table reflects the related party transactions recorded for the periods ended December 31, 2020 and 2019. For additional information, please refer to note 23, Related party transactions of the “Notes to the consolidated financial statements” for the years ended December 31, 2020 and 2019. ($ thousands) Professional fees and key management personnel services Rent Remuneration (a) (b) (c) Three months ended December 31, Years ended December 31, 2020 $ 12 $ 277 $ 250 2019 2020 2019 $ (4) $ 133 $ 174 $ 278 $ 240 $ 1,118 $ 1,059 $ 1,112 $ 1,116 (a) Professional fees include transactions with Polytechnomics Inc., of which Gerald R. Phelps, Imaflex’s Vice-President Operations, is the controlling shareholder and with Philip Nolan, a director of Imaflex, who is also a self-employed tax lawyer. (b) Joseph Abbandonato, Imaflex’s President, Chief Executive Officer and Chairman of the Board, is the controlling shareholder of Roncon Consultants Inc. (“Roncon”). The Company’s production facilities at Imaflex, Canslit, and Imaflex USA are leased from Roncon and parties related to Roncon under long-term lease agreements. The majority of these payments are recorded as a lease obligation on the balance sheet, while the remainder covers the applicable interest and is recorded under finance costs as an expense. (c) Includes salaries, benefits and fees paid to key management personnel and directors. FINANCIAL INSTRUMENTS Please refer to note 21, Financial instruments of the consolidated financial statements for the years ended December 31, 2020 and 2019 for disclosure on the Company’s financial instruments as well as note 22, Risk management for a discussion on the risks the Company is exposed to and how they are managed. As at December 31, 2020, the Company was not using any swap, forward or hedge accounting and there were no warrants outstanding. As at December 31, 2020, 2,225,000 options to purchase shares of the Company were outstanding at a weighted average strike price of $0.536 of which 2,087,500 were exercisable. As at December 31, 2019, 2,725,000 options to purchase shares of the Company were outstanding at a weighted average strike price of $0.521 of which 2,587,500 were exercisable. Annual Report – December 31, 2020 13 MANAGEMENT DISCUSSION AND ANALYSIS IMPACT OF COVID-19 – All plants remain fully operational and running at normal levels COVID-19 continues to have no significant impact on operations, nor is the Corporation experiencing any material issues with customer receivables or delays with suppliers and distribution channels. Imaflex is considered an essential vendor due to the important role its products play in protecting and preserving the integrity of products, particularly within the food and packaging industry. All plants remain fully operational and running at normal business levels, while no material capital project has been halted. Each plant has the ability to take on more volume should it be required due to business interruption at another location or heightened order flow. The Corporation is monitoring developments closely and taking strong preventative measures to protect its employees, customers and business. MANAGEMENT OUTLOOK Looking ahead, the impact of COVID-19 on our business, financial situation and results remains unclear and cannot be predicted. Any outbreak at one of our plants, deferrals in purchases, payment issues with customers, or supply and distribution delays could impact performance. However, these risks are considered temporary and with a strong balance sheet and dynamic team the Corporation is well positioned to meet any challenges ahead. Imaflex operates in a competitive pricing environment. This said, we believe our diversified customer base and multi-year investments in growth and innovation put us in a strong position, as reflected in the solid financials seen throughout 2020. The benefit and impact of our increasing scale should also continue, whereby incremental sales fall fairly meaningfully to the bottom line. Going forward, our sound balance sheet and strong cash flows also provides us with the financial flexibility to more readily purchase capital assets and look at possible acquisitions. OUTSTANDING SHARE DATA As at December 31, 2020, the Company had 50,063,637 common shares outstanding, compared to 50,013,637 as at December 31, 2019. The increase follows the issuance of shares under Imaflex’s employee stock option plan. Additional information on Imaflex, including quarterly and Annual Reports, can be found on SEDAR at www.sedar.com. (s) Joe Abbandonato Joe Abbandonato President and Chief Executive Officer (s) Giancarlo Santella Giancarlo Santella, CPA, CA Chief Financial Officer April 14, 2021 For investor information, contact JOHN RIPPLINGER Vice President Corporate Affairs johnr@imaflex.com T: 514.935.5710 ext. 157 | F: 514.935.0264 5710 Notre-Dame West Montreal, Quebec, Canada H4C 1V2 T: 514.935.5710 | F: 514.935.0264 www.imaflex.com Annual Report – December 31, 2020 14 Consolidated Financial Statements of IMAFLEX INC. Years ended December 31, 2020 and 2019 Independent Auditor's Report To the Shareholders of Imaflex Inc. Opinion We have audited the consolidated financial statements of Imaflex Inc. (hereafter the "Company"), which comprise the consolidated statements of financial position as at December 31, 2020 and 2019, and the consolidated statements of comprehensive income, the consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS). Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information other than the consolidated financial statements and the auditor's report thereon Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, included in the Management's Discussion and Analysis and the Annual Report. Raymond Chabot Grant Thornton LLP Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8 T 514-878-2691 Member of Grant Thornton International Ltd rcgt.com Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis and the Annual Report prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), 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. In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process. Auditor's responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. 17 As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; – Obtain an understanding of internal control relevant to the audit 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 Company's internal control; – Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; – Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; – Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 18 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communication with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor's report is Antonia Psyharis. Montréal April 14, 2021 1 CPA auditor, CA public accountancy permit no. A119564 19 Consolidated statements of comprehensive income (in Canadian dollars) for the years ended Revenues Cost of sales Gross profit Expenses: Selling Administrative Finance costs Other losses Other Income before income taxes Income taxes NET INCOME (Note 4.1) (Note 7) (Note 8) December 31, 2020 2019 $ 86,682,163 70,115,883 16,566,280 $ 81,070,541 70,118,437 10,952,104 1,808,784 5,339,846 544,928 533,558 127,781 8,354,897 1,616,422 5,425,689 729,343 872,048 95,158 8,738,660 8,211,383 2,213,444 (Note 9) 1,862,081 677,773 6,349,302 1,535,671 Other comprehensive income Item that will be reclassified subsequently to net income Exchange differences on translating foreign operations (113,013) (131,042) COMPREHENSIVE INCOME $ 6,236,289 $ 1,404,629 Earnings per share Basic Diluted (Note 10) $ $ 0.127 0.125 $ $ 0.031 0.030 The accompanying notes are an integral part of these consolidated financial statements and note 5 presents additional information on consolidated comprehensive income. Annual Report – December 31, 2020 20 Consolidated statements of financial position (in Canadian dollars) As at Assets Current assets Cash Trade and other receivables Inventories Prepaid expenses Total current assets Non‐current assets Property, plant and equipment Intangible assets Total non‐current assets Total assets Liabilities and equity Current liabilities December 31, 2020 December 31, 2019 (Note 11) (Note 12) $ 3,219,258 11,522,262 11,650,539 238,922 26,630,981 $ 60,942 11,520,049 11,751,039 236,528 23,568,558 (Note 13) (Note 14) 25,862,617 1,568,474 27,431,091 28,573,231 1,219,813 29,793,044 $ 54,062,072 $ 53,361,602 Bank indebtedness and short‐term borrowings Trade and other payables Current tax liabilities Long‐term debt, current portion Lease obligations, current portion Total current liabilities Non‐current liabilities Long‐term debt Deferred tax liabilities Lease obligations Total non‐current liabilities Total liabilities Equity Share capital Reserves Retained earnings Total equity (Note 16) (Note 15) (Note 16) (Notes 16, 17) (Note 16) (Note 9) (Notes 16, 17) (Note 18) (Note 19) ‐ 6,115,366 996,539 1,881,689 824,092 9,817,686 5,492,921 1,185,977 1,587,320 8,266,218 18,083,904 11,901,023 2,142,603 21,934,542 35,978,168 4,538,393 5,921,319 125,725 1,922,849 1,103,729 13,612,015 6,441,665 1,221,657 2,413,825 10,077,147 23,689,162 11,875,023 2,212,177 15,585,240 29,672,440 Total liabilities and equity $ 54,062,072 $ 53,361,602 The accompanying notes are an integral part of these consolidated financial statements. (s) Joseph Abbandonato Joseph Abbandonato Director (s) Mario Settino Mario Settino Director Annual Report – December 31, 2020 21 Consolidated statements of changes in equity For the years ended December 31, 2020 and 2019 (in Canadian dollars) Reserves Share capital (a) Share‐based compensation Accumulated foreign currency translation Warrants Total reserves Retained earnings Balance at December 31, 2018 Impact of IFRS 16 Adoption Balance at January 1, 2019 $ 11,875,023 ‐ 11,875,023 $ 1,074,368 ‐ 1,074,368 $ 728,629 ‐ 728,629 $ 465,174 $ 2,268,171 $ 14,280,155 (230,586) 14,049,569 ‐ 2,268,171 ‐ 465,174 Total $ 28,423,349 (230,586) 28,192,763 Net income for the year Exchange differences on translating foreign operations Comprehensive income for the year Transactions with owners: Share‐based compensation (Note 19) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (131,042) (131,042) 75,048 ‐ ‐ ‐ ‐ ‐ ‐ 1,535,671 1,535,671 (131,042) (131,042) ‐ 1,535,671 (131,042) 1,404,629 75,048 ‐ 75,048 Balance at December 31, 2019 $ 11,875,023 $ 1,149,416 $ 597,587 $ 465,174 $ 2,212,177 $ 15,585,240 $ 29,672,440 Net income for the year Exchange differences on translating foreign operations Comprehensive income for the year Transactions with owners: Issuance of share capital (Note 18) Share‐based compensation (Note 19) Balance at December 31, 2020 ‐ ‐ ‐ ‐ ‐ ‐ ‐ (113,013) (113,013) ‐ ‐ ‐ ‐ 6,349,302 6,349,302 (113,013) (113,013) ‐ 6,349,302 (113,013) 6,236,289 26,000 ‐ $ 11,901,023 ‐ 43,439 $ 1,192,855 ‐ ‐ $ 484,574 ‐ ‐ $ 465,174 ‐ 43,439 $ 2,142,603 ‐ ‐ $ 21,934,542 26,000 43,439 $ 35,978,168 (a) Additional detail of share capital is provided in Note 18 The accompanying notes are an integral part of these consolidated financial statements. Consolidated statements of cash flows (in Canadian dollars) for the years ended Operating activities: Net income for the year Income tax expense Depreciation and amortisation of non‐current assets Finance costs Share‐based compensation Loss on disposition of property, plant and equipment Unrealized foreign exchange loss Net changes in working capital (Increase) decrease in trade and other receivables Decrease in inventories Increase in prepaid expenses Increase (decrease) in trade and other payables Cash generated by operating activities Net income taxes paid Net cash generated by operating activities Investing activities: Payments for property, plant and equipment and intangible assets Proceeds from disposition of property, plant and equipment Net cash used in investing activities Financing activities: Net change in bank indebtedness Interest paid Decrease in short‐term borrowings Increase in long‐term debt Repayment of long‐term debt Net proceeds from issuance of share capital Repayment of lease obligations Net cash used in financing activities Net increase (decrease) in cash Cash, beginning of the year Effects of foreign exchange differences on cash Cash, end of the year Non‐cash transactions (Note 20) December 31, 2020 2019 $ 6,349,302 1,862,081 3,592,699 544,928 43,439 113,804 341,096 12,847,349 (153,237) 37,835 (937) 255,508 139,169 12,986,518 (1,026,958) 11,959,560 $ 1,535,671 677,773 3,330,140 729,343 75,048 ‐ 849,393 7,197,368 4,228,629 2,650,392 (20,774) (3,093,639) 3,764,608 10,961,976 (1,297,182) 9,664,794 (1,660,381) 50,266 (1,610,115) (5,408,742) ‐ (5,408,742) (4,538,393) (544,928) ‐ 750,000 (1,739,904) 26,000 (1,114,871) (7,162,096) (3,575,325) (749,560) (804,419) 3,748,245 (2,061,900) ‐ (1,060,887) (4,503,846) 3,187,349 (247,794) 60,942 (29,033) 310,874 (2,138) $ 3,219,258 $ 60,942 The accompanying notes are an integral part of these consolidated financial statements. Annual Report – December 31, 2020 23 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 1. General information Imaflex Inc. (the “Parent Company”) is incorporated under the Canada Business Corporations Act. Its registered office and headquarters are located at 5710 Notre‐Dame Street West, Montreal, Quebec, Canada. The principal activities of the Parent Company and its subsidiary (together referred to as the “Company”) consist in the manufacture and sale of products for the flexible packaging industry, including polyethylene film and bags, as well as the metallization of plastic film for the agriculture and packaging industries. The common shares of the Parent Company are listed for trading on the TSX Venture Exchange under the symbol “IFX”. 2. Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless specifically stated. 2.1 Basis of presentation and statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) in effect on December 31, 2020. The consolidated financial statements were approved by the board of directors and authorized for issue on April 14, 2021. 2.2 Basis of measurement The consolidated financial statements have been prepared using the historical cost basis. 2.3 Basis of consolidation The consolidated financial statements include the accounts of the Parent Company and its subsidiary, Imaflex USA Inc. (“Imaflex USA”), a wholly owned entity, which both have a reporting period of December 31. Imaflex Inc. is the Company’s ultimate parent. The Parent Company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany transactions and balances are eliminated on consolidation. As at December 31, 2020 and 2019, Imaflex USA, the Company’s wholly owned subsidiary, manufactured flexible packaging and plastic film out of its two North Carolina, USA plants. 2.4 Foreign currencies The functional currency is the currency of the primary economic environment in which an entity operates. The financial statements of the Parent Company and its subsidiary that are consolidated into the Company’s financial statements are prepared in their respective functional currencies. The consolidated financial statements are expressed in Canadian dollars (“CAD”), which is also the functional currency of the Parent Company as well as the Company’s presentation currency. The assets and liabilities of the Company’s foreign subsidiary, Imaflex USA, whose functional currency is the US dollar (“USD”), are translated at the exchange rate in effect at the date of the consolidated statement of financial position. Revenues and expenses are translated at the monthly average exchange rates over the reporting period. Exchange gains or losses arising from the translation of Imaflex USA’s financial statements are recognised as Accumulated foreign currency translation within Reserves. Annual Report – December 31, 2020 24 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.4 Foreign currencies (continued) In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the exchange rates in effect on the date of the transactions. Monetary items denominated in foreign currencies are translated at the exchange rate prevailing at the end of the reporting period. Resulting gains and losses on foreign exchange are recorded in the consolidated statement of comprehensive income. The foreign exchange gains and losses arising on inter‐company monetary non‐trade advances totalling US$4,000,000, for which settlement is determined to be neither planned nor likely in the foreseeable future and are therefore accounted for as forming part of the Company’s net investment in its foreign subsidiary, are recognized in Accumulated foreign currency translation within reserves. The foreign exchange gains or losses on trade receivables and other monetary advances continue to be included in Other gains and losses in the consolidated statement of comprehensive income. 2.5 Revenue recognition Revenues are generated almost exclusively from the sale of goods. Revenue is recognized when the control of a product is transferred to a customer, which is typically when the customer takes possession of the goods, and there are no other performance obligations to be completed under the contract. Revenue is measured based on the consideration that has been agreed upon by all parties and that the Company expects to be entitled to receive from the customer, net of variable considerations, including all returns, rebates and discounts agreed to by all parties concerned and the information available relative to each customer. Revenue recognition is based on the following steps: identification of the contract with the customer; identification of the performance obligations in the contract; determination of the transaction price; allocation of the transaction price to the performance obligations in the contract; and recognition of revenue when the Company satisfies a performance obligation. 2.6 Income Tax Income tax expense comprises both current and deferred tax. Current tax is based on taxable income for the year. Taxable income differs from net income as reported in the consolidated statement of comprehensive income because of items of revenue or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting period. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated statements of financial position and the corresponding tax basis used in the computation of taxable income. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that future taxable income will be available against which the underlying tax loss or deductible temporary difference can be utilized. Annual Report – December 31, 2020 25 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.6 Income Tax (continued) Deferred tax assets and liabilities are calculated using the tax rates and laws enacted or substantively enacted at the reporting date and which are expected to apply in the period in which the liability is settled or the asset realized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and when the Company intends to settle its current tax assets and liabilities on a net basis. Current and deferred taxes are recognised as an expense or income in net income, except when they relate to items that are recognised outside net income (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside net income. 2.7 Earnings per share Earnings per share are calculated by dividing net income available for common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by taking into consideration potentially issuable shares that would have a dilutive effect on earnings per share. 2.8 Financial assets and financial liabilities Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expired. Classification and initial measurement of financial assets Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through earnings, or fair value through other comprehensive income. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Company initially measures financial assets at fair value plus, in the case of financial assets not a fair value through earnings, transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through earnings are recognized immediately in earnings. Trade receivables that do not contain a significant financing component are measured at the transaction price determined in accordance with IFRS 15. Subsequent measurement After initial recognition, cash and trade and other receivables (excluding sales taxes) are measured at amortized cost using the effective interest method. The expense relating to the allowance for expected credit loss is recognized in earnings in Administrative expenses in the statement of comprehensive income. Impairment of financial assets The Company recognizes a loss allowance for expected credit losses arising from financial assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Annual Report – December 31, 2020 26 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.8 Financial assets and financial liabilities (continued) The Company applies a simplified approach for calculating expected credit losses for trade and other receivables (excluding sales taxes). The Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward‐looking information to calculate the expected credit losses using a provision matrix. Note 11 provides a detailed analysis of how the impairment requirements of IFRS 9 are applied. Classification and measurement of financial liabilities The Company’s financial liabilities include bank indebtedness and short‐term borrowings, trade and other payables (excluding employee benefits), and long‐term debt. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method. All interest related charges for financial liabilities measured at amortized cost are recognized in the consolidated statement of comprehensive income under Finance costs. 2.9 Inventories Inventories are stated at the lower of cost and net realizable value. Costs, including raw materials and an appropriate portion of fixed and variable overhead expenses, are assigned to inventories by the method most appropriate to the particular class of inventory, being valued on a first‐in, first‐out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion necessary to make the sale and estimated selling expenses. 2.10 Property, plant and equipment The Company’s building, land, production equipment, office equipment and computer equipment are stated at cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company’s management, less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write‐down the cost of assets less their residual values over their useful lives, as outlined below, using the straight‐line method. The estimated useful lives, residual values and depreciation method are reviewed and adjusted, if necessary, at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis. Asset Land Building Production equipment Rolling stock Office equipment Computer equipment Period Indefinite 20 years 10 ‐ 20 years 10 years 5 years 3 years Annual Report – December 31, 2020 27 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.10 Property, plant and equipment (continued) Leasehold improvements are amortised on a straight‐line basis over the lesser of the terms of the leases or their useful lives (5 years). In the case of right‐of‐use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter, when the lease does not transfer ownership of the asset or the Company does not expect to exercise a purchase option. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising from the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in net income, in Other in the consolidated statement of comprehensive income. 2.11 Leased assets At inception of a contract, the Company identifies whether it is or contains a lease based on whether the contract, or part of the contract, conveys the right to control the use of an identified asset (the “underlying asset”) for a period of time in exchange for consideration. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether: the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the Company has the right to direct the use of the identified asset throughout the period of use. The Company assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use The Company recognizes a right‐of‐use asset on the balance sheet at the lease commencement date. The right‐ of‐use asset is initially measured at cost, which comprises the initial measurement of the lease liability, any lease payments made before the commencement date, any initial indirect costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, less any lease incentives received. At the commencement date, the Company recognises the lease liability measured at the present value of the lease payments that are not paid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments include fixed payments and in‐substance fixed payments, variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date of the lease, amounts expected to be paid by the Company under residual value guarantees, purchase options if the Company is reasonably certain to exercise that option and penalties for terminating the lease if the lease term reflects the Company using an option to terminate the lease. Subsequent to initial measurement, the lease liability is reduced for payments and increased for interest. It can be remeasured by discounting the revised lease payments using a revised discount rate if there is a change in the lease term or in the assessment of an option to purchase the underlying asset. The lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate if there is a change in the amount payable under a residual value guarantee or if future lease payments are modified resulting from a change in an index or rate used to determine those payments. Annual Report – December 31, 2020 28 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.11 Leased assets (continued) When the lease liability is remeasured, the corresponding adjustment is reflected in the right‐of‐use asset, or directly in profit and loss if the right‐of‐use asset is already reduced to zero. The Company has elected to account for short‐term leases and leases of low‐value assets using the practical expedients. Instead of recognising a right‐of‐use asset and a lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight‐line basis over the lease term. On the statement of financial position, right‐of‐use assets have been included in property, plant and equipment. 2.12 Intangible assets other than goodwill Customer relationships acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date, which is regarded as their cost. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. When intangible assets are purchased separately, as it was the case for patents, the cost comprises the purchase price and any directly attributable cost of preparing the asset for its intended use. When intangible assets are internally developed, as is the case with the Company’s internally developed patents, the cost comprises the directly attributable costs in the development phase necessary to create, produce and prepare the patent for the Company to be able to operate it for its intended use. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from its use or disposal. Gains or losses arising from the derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in net income when the asset is derecognised. The amortisation of intangible assets, if any, is recognised in Administrative expenses in the consolidated statement of comprehensive income over the useful life of the intangible asset. Customer relationships are amortised on a straight‐line basis over 8 years and patents are amortised as of the moment they can be used over the life of the patent (14 years). 2.13 Impairment of property, plant and equipment and intangible assets other than goodwill At each reporting date, or sooner if there is an indication that an asset may be impaired, the Company reviews the carrying amounts of its property, plant and equipment and intangible assets, to determine whether there is any indication that they have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash‐generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of the assets is estimated to be less than their carrying amount, the carrying amount is reduced to the recoverable amount. An impairment loss is recognised immediately in net income. When an impairment loss subsequently reverses, the carrying amount of the assets is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the assets in prior years. A reversal of an impairment loss is recognised immediately in net income. Annual Report – December 31, 2020 29 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 2. Significant accounting policies (continued) 2.14 Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Company's cash‐generating units or group of cash‐generating units that are expected to benefit from the synergies of the combination. A cash‐generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash‐ generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorated over the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in net income in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods. 2.15 Provisions Provisions are recognised when the Company has a present obligation, legal or constructive, as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation based on the most reliable evidence available at the reporting date, taking into account the risks and uncertainties surrounding the obligation. 2.16 Share‐based compensation The Company uses equity‐settled share‐based compensation plans for its employees and consultants. None of the Company’s plans are cash‐settled. Equity‐settled share‐based compensation is measured at the fair value of the services received at the grant date indirectly by reference to the fair value of the equity instruments granted, estimated using the Black‐Scholes option pricing model. The fair value determined at the grant date of the equity‐settled share‐based compensation is expensed over the vesting period with a corresponding increase in Reserves. 2.17 Share capital and reserves Share capital represents the amount received upon issuance of shares, net of transaction costs. Proceeds from the issuance of units consisting of shares and purchase warrants are allocated based on the relative fair values of each instrument. The fair value of the shares is based on the TSX share price at the time of the issuance and the fair value of the warrants is determined using a Black‐Scholes valuation model. Reserves include the following: Share‐based compensation (see 2.16); Accumulated foreign currency translation (see 2.4); Warrants – comprises the value of outstanding and expired warrants; Upon the exercise of options and warrants, the proceeds received less the transaction costs are credited to share capital. Annual Report – December 31, 2020 30 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of these consolidated financial statements in conformity with IFRS and the application of the Company’s accounting policies described in note 2, required management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 3.1 Critical judgments in applying accounting policies The following are the critical judgments, apart from those involving estimations, that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements. Cash‐generating units Management has identified only one cash‐generating unit (“CGU”) for the Company. Revenue generated by the Company’s various product lines and facilities are generated through a single sales force whose ability to cross sell products influences the level of sale for each product line. Management has determined that the cash flows of the Company’s production facilities are closely interrelated and not independent. 3.2 Key sources of estimation uncertainty The following are the key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: Allowance for expected credit losses During each reporting period, the Company makes an assessment of whether trade accounts receivable are collectible from customers. Accordingly, management establishes an allowance for estimated losses arising from non‐payment. The Company’s allowance for expected credit loss reflects expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. Refer to Note 11 for more information regarding the allowance for expected credit losses. Useful lives of depreciable and amortisable assets The Company reviews the estimated useful lives of property, plant and equipment and intangible assets other than goodwill at the end of each annual reporting period in order to ensure that the depreciation and amortisation methods used are appropriate. Annual Report – December 31, 2020 31 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 3. Critical accounting judgments and key sources of estimation uncertainty (continued) 3.2 Key sources of estimation uncertainty (continued) Impairment of long‐lived assets If required, the Company performs impairment tests on its long‐lived assets by comparing the carrying amount of the assets to their recoverable amount, which is calculated as the higher of the asset’s fair value less costs to sell and its value in use. Value in use is calculated based on a discounted cash flow analysis, which requires the use of estimates of future cash flow and discount rates. The Company uses judgment to determine whether it identifies any triggering event that may indicate that the long‐lived assets have been impaired. Income taxes Management uses estimates in determining the appropriate rates and amounts in recording deferred income taxes, giving consideration to timing and probability of realization. Actual taxes could significantly vary from these estimates as a result of a variety of factors including future events, changes in income tax laws or the outcome of reviews by tax authorities and related appeals. The resolution of these uncertainties and the associated final taxes payable may result in adjustments to the Company’s deferred and current tax assets and liabilities. Warrants and share‐based compensation The Company issues equity instruments from time to time, which are comprised of options to purchase common shares as well as common shares and warrants (units). The Company uses the Black‐Scholes pricing model in order to determine the value of these instruments or how proceeds are allocated between the instruments. These methods require estimates based on market inputs. 4. Segment information The Company operates in one reportable segment, comprising the development, manufacture and sale of flexible packaging material in the form of film or bags, for various uses. 4.1 Revenues by geographical end market The Company’s revenues by geographical end market are as follows: Canada United States Other Total Year ended December 31, 2020 December 31, 2019 $ 30,500,829 56,181,334 ‐ $ 86,682,163 $ 33,219,527 47,785,702 65,312 $ 81,070,541 4.2 Property, plant and equipment and intangible assets per geographic location Canada United States Total December 31, 2020 December 31, 2019 $ 8,088,548 19,342,543 $ 27,431,091 $ 9,037,306 20,755,738 $ 29,793,044 Annual Report – December 31, 2020 32 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 5. Additional information on the consolidated statements of comprehensive income The Company’s consolidated statements of comprehensive income include depreciation of production equipment of $3,334,585 for the year ended December 31, 2020 ($3,056,781 in 2019) classified in Cost of sales, which includes the depreciation for right‐of‐use assets of $1,027,799 for the year ended December 31, 2020 ($1,034,135 in 2019). Depreciation of other property, plant and equipment and amortisation of intangible assets amounting to $258,114 for the year ended December 31, 2020 ($273,359 in 2019) is included in Administrative expenses. The Company’s consolidated statements of comprehensive income include salaries paid to its employees of $9,928,051 for the year ended December 31, 2020 ($10,174,103 in 2019) classified in Cost of sales. Administrative expenses include salaries paid to employees of $1,841,872 for the year ended December 31, 2020 ($1,972,610 in 2019) and Selling expenses include salaries paid to employees of $470,112 for the year ended December 31, 2020 ($435,924 in 2019). 6. Employee benefits The Company contributes to state‐run pension plans, employment insurance, group insurance and social security for its employees. The costs incurred for the employee benefits noted above amounted to $2,600,436 during the year ended December 31, 2020 ($2,678,442 in 2019). These payments are expensed as incurred and the Company does not recognise any gains or losses subsequent to the payment of these benefits. The Company also offers a defined contribution employee benefit plan to its employees located in North Carolina, USA. For the year ended December 31, 2020, the Company contributed $25,473 to this plan ($31,329 in 2019). 7. Finance costs Interest on bank indebtedness and long‐term debt Interest on finance lease obligations Capitalized interest 8. Other losses Foreign exchange losses Loss on disposition of property, plant and equipment Other losses Year ended December 31, 2020 December 31, 2019 $ 370,571 174,357 ‐ $ 544,928 $ 514,254 299,417 (84,328) $ 729,343 Year ended December 31, 2020 December 31, 2019 $ 419,754 113,804 $ 533,558 $ 872,048 ‐ $ 872,048 Annual Report – December 31, 2020 33 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 9. Income taxes 9.1 Income tax recognised in net income Year ended December 31, 2020 December 31, 2019 Income tax expense comprises: Current tax expense Deferred tax expense relating to the origination and reversal of temporary differences Total income tax expense $ 1,897,761 $ 924,445 (35,680) $ 1,862,081 (246,672) $ 677,773 9.2 Reconciliation between the income tax expense and the statutory income tax rate Year ended December 31, 2020 December 31, 2019 Income before income taxes $ 8,211,383 $ 2,213,444 Income tax expense calculated at 26.5% (26.6% in 2019) Permanent differences Variation of valuation allowance Effect of different tax rates of subsidiaries operating in other jurisdictions Other 2,176,016 (5,161) (305,505) (46,490) 43,221 588,776 149,737 ‐ 28,938 (89,678) Income tax expense recognised in net income $ 1,862,081 $ 677,773 The tax rate used for the 2020 reconciliation above is the corporate tax rate of 26.5% (26.6% in 2019) payable by corporate entities in Quebec, Canada on taxable income under tax law in those jurisdictions. 9.3 Deferred tax balances Opening balance Recognised in income Closing balance 2020 Assets Non‐capital losses Lease obligations Advance Other assets Liabilities Property, plant and equipment $ 1,112,003 990,624 66,719 73,273 2,242,619 $ (432,435) (350,276) (26,155) 42,776 (766,090) $ 679,568 640,348 40,564 116,049 1,476,529 (3,464,276) 801,770 (2,662,506) (3,464,276) 801,770 (2,662,506) Deferred tax liabilities $(1,221,657) $ 35,680 $(1,185,977) Annual Report – December 31, 2020 34 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 9. Income taxes (continued) 9.3 Deferred tax balances (continued) Opening balance Impact of IFRS 16 Recognised in income Closing balance 2019 Assets Non‐capital losses Lease obligation Advance Other assets Inventory Liabilities Property, plant and equipment Deferred tax liabilities 9.4 Unrecognised deferred tax assets $ 1,246,548 (57,313) (15,546) 77,945 112,184 1,363,818 (2,832,147) (2,832,147) $(1,468,329) $ (14,875) 1,050,275 ‐ ‐ ‐ 1,035,400 $ (119,670) (2,338) 82,265 (4,672) (112,184) (156,599) $ 1,112,003 990,624 66,719 73,273 ‐ 2,242,619 (1,035,400) (1,035,400) 403,271 403,271 (3,464,276) (3,464,276) ‐ $ 246,672 $(1,221,657) The Company's subsidiary, Imaflex USA, has non‐capital losses available to carry forward to reduce future taxable income of $23,043,920 in 2020 and $25,580,528 in 2019, for part of which a deferred tax asset has not been recognised ($4,553,706 in 2020 and $4,697,336 in 2019), that expire as follows: Expiring in December 31, 2020 December 31, 2019 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2038 Indefinite ‐ 793,528 2,746,026 2,974,662 4,365,313 1,863,425 2,615,992 2,619,618 2,389,748 1,375,395 782,917 290,836 226,460 $23,043,920 1,816,477 1,297,289 2,801,240 3,034,473 4,453,085 1,900,893 2,668,591 2,672,290 2,437,798 1,403,049 798,659 296,684 ‐ $25,580,528 Annual Report – December 31, 2020 35 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 10. Earnings per share Year ended December 31, 2020 December 31, 2019 Net income for basic and diluted earnings per share $ 6,349,302 $ 1,535,671 Weighted average number of common shares outstanding Dilutive effect of share purchase options Diluted weighted average common shares outstanding 50,040,823 664,065 50,704,888 50,013,637 671,233 50,684,870 Basic earnings per common share Diluted earnings per common share $ 0.127 $ 0.125 $ 0.031 $ 0.030 200,000 stock options outstanding as at December 31, 2020 were not included in the calculation of earnings per share because they were antidilutive (450,000 in 2019). 11. Trade and other receivables Trade receivables Allowance for expected credit losses Other receivables Total trade and other receivables Movement in the allowance for expected credit losses Balance, beginning of year Expected credit losses losses recognised on trade receivables Account write‐offs during the year Foreign exchange Balance, end of year December 31, 2020 December 31, 2019 $ 12,210,690 (936,959) 11,273,731 248,531 $ 11,522,262 $ 12,186,862 (785,676) 11,401,186 118,863 $ 11,520,049 Year ended December 31, 2020 December 31, 2019 $ (785,676) $ (584,410) (159,093) ‐ 7,810 $ (936,959) (216,458) 86 15,106 $ (785,676) Credit risk Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company’s maximum exposure to credit risk is limited to the carrying amount of the financial assets, net of any provisions for losses recorded on the Company’s consolidated statements of financial position. Annual Report – December 31, 2020 36 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 11. Trade and other receivables (continued) Credit risk management Credit risk associated with cash is mitigated by ensuring that these financial assets are primarily placed with major American and Canadian financial institutions that have been accorded grade ratings by a primary rating agency and qualify as creditworthy counterparties. The Company performs an ongoing review and evaluation of the possible risks associated with cash. For trade receivables, the Company uses an external credit service to assess the potential customer’s credit quality and uses this information to define the allowed credit limits by customer. Moreover, the Company uses credit insurance to mitigate credit risk. As at December 31, 2020, $6,943,305 ($6,200,071 as at December 31, 2019) of the total trade receivables are insured. The Company’s management considers that all receivables that are not impaired for each reporting date are of good credit quality. Expected credit losses The Company’s allowance for expected credit losses reflects expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. Trade receivables outstanding longer than the agreed upon payment terms are considered past due. The Company determines its allowance for individually impaired trade receivables by considering a number of factors, including notices of liquidation, information provided by credit monitoring services, the length of time trade receivables are past due, the customer’s current ability to pay its obligation to the Company, the customer’s history of paying balances when they are past due, historical results and the condition of the general economy and the industry as a whole. After considering the factors above, at December 31, 2020 and at December 31, 2019, the Company has determined there is no significant increase or decrease in its trade receivable credit risk since its initial recognition. The Company writes off trade receivables when they are determined to be uncollectible and any payments subsequently received on such trade receivables are credited to the allowance for expected credit loss. 12. Inventories Raw materials and supplies Finished goods Work in process Total December 31, 2020 December 31, 2019 $ 7,381,789 3,462,620 806,130 $ 11,650,539 $ 7,108,673 4,122,254 520,112 $ 11,751,039 The cost of inventories recognised as an expense during the year was $66,158,542 ($63,334,593 in 2019). During the fiscal year ended on December 31, 2020, the Company increased the provision for inventory obsolescence by $137,060 (nil in 2019). Annual Report – December 31, 2020 37 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 13. Property, plant and equipment Cost January 1, 2019 IFRS 16 Impact Additions Disposals Foreign exchange December 31, 2019 Additions Disposals Foreign exchange December 31, 2020 Accumulated depreciation January 1, 2019 Depreciation Disposals Foreign exchange December 31, 2019 Depreciation Disposals Foreign exchange December 31, 2020 Net book value as at December 31, 2019 December 31, 2020 Land Building Production equipment Leasehold improvements Office equipment Computer equipment Rolling Stock Total $ 23,389 ‐ ‐ ‐ (1,121) $ 116,665 3,656,434 ‐ ‐ (33,240) $ 54,674,163 67,891 7,133,966 (15,608) (1,174,763) 22,268 ‐ ‐ (439) 21,829 3,739,859 ‐ ‐ (13,011) 3,726,848 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (15,351) (934,606) ‐ 6,786 (943,171) (938,067) ‐ 20,851 (1,860,387) 60,685,649 1,174,038 (224,526) (575,495) 61,059,666 (34,109,741) (2,063,335) 2,096 558,984 (35,611,996) (2,372,511) 60,456 314,630 (37,609,421) $ 2,827,313 ‐ 87,484 ‐ (60,371) 2,854,426 42,599 ‐ (23,980) 2,873,045 (2,338,120) (162,056) ‐ 45,786 (2,454,390) (143,299) ‐ 21,750 (2,575,939) $ 46,146 40,779 7,570 ‐ (913) 93,582 ‐ ‐ (357) 93,225 (46,146) (9,233) ‐ 913 (54,466) (9,233) ‐ 357 (63,342) $ 523,859 ‐ 33,688 ‐ (1,841) 555,706 28,070 ‐ (865) 582,911 (518,842) (20,020) ‐ 2,194 (536,668) (26,358) ‐ 1,084 (561,942) $ ‐ 227,818 37,580 ‐ (1,097) 264,301 ‐ ‐ (1,160) 263,141 ‐ (42,030) ‐ 161 (41,869) (45,705) ‐ 557 (87,017) $ 58,211,535 3,992,922 7,300,288 (15,608) (1,273,346) 68,215,791 1,244,707 (224,526) (615,307) 68,620,665 (37,028,200) (3,231,280) 2,096 614,824 (39,642,560) (3,535,173) 60,456 359,229 (42,758,048) $ 22,268 $ 21,829 $2,796,688 $1,866,461 $ 25,073,653 $ 23,450,245 $ 400,036 $ 297,106 $ 39,116 $ 29,883 $ 19,038 $ 20,969 $ 222,432 $ 176,124 $ 28,573,231 $ 25,862,617 A portion of the Company’s production equipment with a carrying amount of approximately $ 15,300,000 (approximately $15,000,000 as at December 31, 2019) is pledged as collateral for the Company’s long‐term debt. Included in the net carrying amount of property, plant and equipment as at December 31, 2020 and 2019 are right‐of‐use assets as follows: Buildings Production equipment Rolling stock Office equipment Total right‐of‐use assets 14. Intangible assets December 31, 2020 December 31, 2019 $ 1,783,367 293,266 171,119 22,313 $ 2,270,065 $ 2,706,076 333,733 218,201 31,546 $ 3,289,556 January 1, 2019 Amortisation Foreign exchange December 31, 2019 Additions Amortisation Foreign exchange Goodwill $ 512,198 ‐ (24,555) 487,643 ‐ ‐ (9,613) Customer relationships Patents Total $ 59,682 (49,756) (1,810) $ 773,158 (49,104) ‐ $ 1,345,038 (98,860) (26,365) 8,116 ‐ (8,242) 126 724,054 415,674 (49,284) ‐ 1,219,813 415,674 (57,526) (9,487) December 31, 2020 $ 478,030 $ ‐ $ 1,090,444 $ 1,568,474 Annual Report – December 31, 2020 38 December 31, 2020 December 31, 2019 $ 3,919,917 2,195,449 $ 6,115,366 $ 4,113,657 1,807,662 $ 5,921,319 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 15. Trade and other payables Trade payables Other payables and accrued liabilities 16. Borrowings Bank indebtedness (a) Long‐term debt Loan, bearing interest at the lender’s base rate minus 0.5% (effective rate of 4.05% as at December 31, 2020 and 5.55% as at December 31, 2019), secured by production equipment having a net book value of approximately $5,800,000. (b) Loan, bearing interest at a fixed rate of 3.746% secured by a $3.6 million hypothec on a piece of equipment. (c) Loan, bearing interest at a fixed rate of 3.75% secured by a $3.3 million hypothec on a piece of equipment. (d) Loan, bearing interest at the lender’s base rate plus 0.4% (effective rate of 4.95% as at December 31, 2020), secured by production equipment having a net book value of approximately $5,800,000. (e) Loan, bearing interest at the lender’s base rate plus 0.67%, (effective rate of 6.72% as at December 31, 2019) repaid in full during the year ended December 31, 2020. (f) Loan, bearing interest at the lender’s base rate minus 1.0%, (effective rate of 5.05% as at December 31, 2019) repaid in full during the year ended December 31, 2020. (g) Total long‐term debt Lease obligations (Note 17) Total borrowings December 31, 2020 December 31, 2019 $ ‐ $ 4,538,393 1,175,950 1,419,250 2,827,107 3,334,085 2,621,553 3,080,889 750,000 ‐ ‐ ‐ 7,374,610 222,080 308,210 8,364,514 2,411,412 3,517,554 $ 9,786,022 $ 16,420,461 Annual Report – December 31, 2020 39 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 16. Borrowings (continued) Current Bank indebtedness Long‐term debt, current portion Lease obligations, current portion Non‐current Long‐term debt Lease obligations Total borrowings December 31, 2020 December 31, 2019 $ ‐ 1,881,689 824,092 2,705,781 $ 4,538,393 1,922,849 1,103,729 7,564,971 5,492,921 1,587,320 7,080,241 6,441,665 2,413,825 8,855,490 $ 9,786,022 $ 16,420,461 The interest expense on long‐term debt amounted to $307,700 for the year ended December 31, 2020 ($265,849 in 2019). (a) The Company has an operating line of credit with its bankers for a maximum of $12,000,000, bearing interest at prime plus 0.40% as at December 31, 2020 and 2019 for an effective interest rate of 2.85% at December 31, 2020 (4.35% as at December 31, 2019). The line of credit is secured by trade receivables and inventories. The line of credit may be reviewed periodically by the bank and is repayable on demand. The operating line of credit is subject to working capital and debt to equity covenants (as defined in the lending agreement), all of which were respected as at December 31, 2020 and 2019 and during the years ended December 31, 2020 and 2019. As at December 31, 2020, the Company was not drawing on its line of credit and was drawing $4,538,393 as at December 31, 2019. (b) The loan is repayable in monthly instalments of $40,550 until May 2023. (c) The loan is repayable in blended monthly instalments of $66,072 through October 2024. This loan is secured by a hypothec on a specific piece of equipment of the Company. (d) The loan is repayable in blended monthly instalments of $60,061 through November 2024. This loan is secured by a hypothec on a specific piece of equipment of the Company. (e) During the year ended December 31, 2020, the Company entered into a loan agreement for $750,000 to finance research and development expenses related to Advaseal product. This loan bears interest at the lender’s base rate plus 0.40% and is repayable in one payment of $10,890 in July 2021 followed by 71 monthly payments of $10,410 through July 2027. (f) The loan, which matured in October 2025, was repaid in full during the year ended December 31, 2020 without encurring any penalties. (g) The loan, which matured in July 2023, was repaid in full during the year ended December 31, 2020 without encurring any penalties. Annual Report – December 31, 2020 40 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 16. Borrowings (continued) The aggregate scheduled repayment of long‐term debt is as follows: Not later than one year Later than one year and not later than five years Later than 5 years $ 1,881,689 5,305,541 187,380 $ 7,374,610 The changes in the Company’s liabilities arising from borrowings can be classified as follows: Short‐term borrowings and bank indebtedness $ 8,918,137 Long‐term debt $ 3,571,264 Lease obligations $ 1,568,423 Total $ 14,057,824 16,990,385 (21,371,968) 3,748,245 (2,061,900) ‐ (1,060,887) 20,738,630 (24,494,755) ‐ ‐ ‐ 1,839 ‐ 4,538,393 ‐ ‐ (6,966) (28,304) 3,142,175 8,364,514 4,293,815 1,891,546 ‐ (33,168) (3,142,175) 3,517,554 4,293,815 1,891,546 (6,966) (59,633) ‐ 16,420,461 14,524,147 (19,081,249) 750,000 (1,739,904) ‐ (1,114,871) 15,274,147 (21,936,024) ‐ 18,709 ‐ $ ‐ ‐ $ 7,374,610 (2,915) 11,644 $ 2,411,412 (2,915) 30,353 $ 9,786,022 Balance as of January 1, 2019 Cash flows: Proceeds Repayments Non‐cash: Impact of IFRS 16 adoption New leases or advances Amortization of debt issuance costs Foreign exchange and other Conversion to debt Balance as of December 31, 2019 Cash flows: Proceeds Repayments Non‐cash: Accrued interest Foreign exchange and other Balance as of December 31, 2020 17. Lease obligations The Company has entered into certain finance lease agreements relating to their manufacturing plants, vehicles and other machinery and equipment (see note 13). Finance lease payments are due as follows: Not later than one year Later than one year and not later than five years Later than five years Total minimum lease payments Less amount representing interest at approximately 5.4% Present value of minimum lease payments Less the long‐term portion Current portion of lease obligations $ 937,290 1,668,262 ‐ 2,605,552 (194,140) 2,411,412 (1,587,320) $ 824,092 Annual Report – December 31, 2020 41 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 17. Lease obligations (continued) During the year ended December 31, 2019, the Company financed the acquisition of rolling stock for an amount of $37,771 by entering into a lease agreement. During the year ended December 31, 2019, the Company received additional advances of $1,853,775 under a lease agreement. An amount of $3,142,175, including these advances as well as those received during the year ended December 31, 2019, was converted into a long term loan when the piece of equipment was received. Total cash outflow for leases for the years ended December 31, 2020 and 2019 was $1.1 million and $1.1 million, respectively. 18. Share capital The Company’s authorized share capital consists of an unlimited number of common shares, voting, participating, without par value. At December 31, 2020, there were 50,063,637 common shares outstanding (50,013,637 as at December 31, 2019). During the year ended December 31, 2020, the Company issued 50,000 shares for cash consideration totaling $26,000 following the exercise of options that were issued in 2015. As at December 31, 2020 and 2019, there were no warrants outstanding. 19. Share‐based compensation Pursuant to the Stock Option Plan (the “Plan”) of the Company, 4,973,860 of the common shares are reserved for options. The Plan provides that the term of the options shall be fixed by directors. Officers and employees of the Company are eligible to receive options. Options are granted at an exercise price of not less than the fair value of the Company’s shares on the date the options are granted. Options may be exercisable for a period no longer than five (5) years and the exercise price must be paid in full upon exercise of the option. During the year ended December 31, 2020, the Company granted 150,000 options to employees at an exercise price of $0.73. The options are convertible into an equal number of shares with one quarter of the options vesting immediately at issuance and an additional quarter vesting every six‐month period thereafter. During the year ended December 31, 2019, the Company granted 100,000 options to a sales agent with an exercise price of $0.55. The options are convertible into an equal number of shares with one quarter of the options vesting immediately at issuance and an additional quarter vesting every six‐month period thereafter. The expense relating to the issue of option grants totalled $43,439 for the year ended December 31, 2020 and $75,048 for the year ended December 31, 2019. The following are the assumptions used in order to value the options as well as general information on each outstanding option grant: 26/08/2020 10/09/2019 29/11/2018 29/11/2017 22/06/2017 06/09/2016 21/06/2016 16/06/2015 Total Outstanding as at 31/12/2019 Expired Exercised (1) Issued Outstanding as at 31/12/2020 Exercisable as at 31/12/2020 Exercisable as at 31/12/2019 Remaining life of options (yrs) ‐ ‐ ‐ 150,000 150,000 37,500 ‐ 4.65 100,000 ‐ ‐ ‐ 100,000 75,000 25,000 3.70 250,000 ‐ ‐ ‐ 250,000 250,000 187,500 2.92 150,000 ‐ ‐ ‐ 150,000 150,000 150,000 1.92 50,000 ‐ ‐ ‐ 50,000 50,000 50,000 1.48 500,000 ‐ ‐ ‐ 500,000 500,000 500,000 0.69 1,025,000 ‐ ‐ ‐ 1,025,000 1,025,000 1,025,000 0.48 650,000 (600,000) (50,000) ‐ ‐ ‐ 650,000 ‐ 2,725,000 (600,000) (50,000) 150,000 2,225,000 2,087,500 2,587,500 Annual Report – December 31, 2020 42 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 19. Share‐based compensation (continued) Fair value assumptions 26/08/2020 10/09/2019 29/11/2018 29/11/2017 22/06/2017 06/09/2016 21/06/2016 16/06/2015 Expected life of options (yrs) Expiry Expected share price volatility Dividend yield Risk free rate Exercise price Share price on grant date Fair value of option at grant 2.5 to 3.25 2.5 to 3.25 2.5 to 3.25 2.5 to 3.25 2.5 to 3.25 2.5 to 3.25 2.75 to 3.5 57.82 ‐ 60.98% 0% 0.41% 61.21% ‐ 64.47% 0% 1.44% 2.75 to 3.5 26/08/2025 10/09/2024 29/11/2023 29/11/2022 22/06/2022 06/09/2021 21/06/2021 15/06/2020 83.19% ‐ 98.85% 0% 0.55% to 0.65% $ 0.52 $ 0.52 $ 0.30 80.01% ‐ 83.03% 0% 1.15% 79.13% ‐ 80.17% 0% 1.62% 67.14% ‐ 70.41% 0% 2.23% 76.59% ‐ 79.60% 0% 0.51% 75.95% ‐ 82.15% 0% $ 0.73 $ 0.73 $ 0.28 $ 0.40 $ 0.40 $ 0.21 $ 0.55 $ 0.55 $ 0.30 $ 0.76 $ 0.76 $ 0.35 $ 1.03 $ 1.03 $ 0.53 $ 0.42 $ 0.42 $ 0.21 $ 1.11 $ 1.11 $ 0.57 0.50% (1) The fair value of the common shares at the exercise date was $0.69 per share. The expected volatility was calculated using the average closing price change of the Company’s shares on the TSX over the expected life of the options. 20. Non‐cash transactions During the year ended December 31, 2019 the Company financed the acquisition of rolling stock for a value of $37,771 by entering into a finance lease. Moreover, the Company made payments totalling $1,853,775 to a supplier for a piece of machinery. Those amounts were advanced to the Company under a finance lease agreement and were transferred to a long term loan when the pieces of equipment were received. 21. Financial instruments 21.1 Fair value and classification of financial instruments December 31, 2020 Carrying amount December 31, 2019 December 31, 2020 Fair value December 31, 2019 $ 3,219,258 11,281,501 14,500,759 $ 60,942 $ 3,219,258 11,281,501 11,409,112 14,500,759 11,470,054 $ 60,942 11,409,112 11,470,054 ‐ 4,773,846 7,374,610 12,148,456 4,538,393 4,685,742 8,364,514 17,588,649 ‐ 4,773,846 7,469,667 12,243,513 4,538,393 4,685,742 8,364,514 17,588,649 Financial assets Amortised cost Cash Trade and other receivables (1) Financial liabilities Financial liabilities, at amortised cost Bank indebtedness Trade and other payables (2) Long‐term debt (1) Excludes sales taxes (2) Excludes employee benefits Annual Report – December 31, 2020 43 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 21. Financial instruments (continued) 21.1 Fair value and classification of financial instruments (continued) Fair value estimates are made as of the date of the consolidated statement of financial position, using available information about the financial instrument. These estimates are subjective in nature and often cannot be determined with precision. The following methods and assumptions were used to determine the estimated fair value of each class of financial instruments: The fair value of cash, trade and other receivables, bank indebtedness, short‐term borrowings and trade and other payables approximates their respective carrying amounts as at the date of the consolidated statement of financial position because of the short‐term maturity of those instruments. The fair value of long‐term debt that bears interest at floating and fixed rates is estimated using a discounted cash flows approach, which discounts the contractual cash flows using discount rates derived from observable market interest rates of similar loans with similar risks. Over time, changes in market interest rates may cause a difference between the fair value and the carrying value of long‐term debt that bears interest at fixed rates. The Company ensures, to the extent possible, that its valuation techniques and assumptions incorporate all factors that market participants would consider in setting a price and that it is consistent with accepted economic methods for pricing financial instruments. 21.2 Fair value hierarchy The Company categorizes its financial instruments into a three‐level fair value measurement hierarchy as follows: Level–1 ‐ valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level–2 ‐ valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); Level–3 ‐ valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs). As at December 31, 2020 and 2019, the fair values of long‐term debt are categorised as Level 2. Annual Report – December 31, 2020 44 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 22. Risk management 22.1 Capital management The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth while at the same time taking a conservative approach towards financial leverage and financial risk. The Company’s capital is composed of net debt and shareholders’ equity. Net debt consists of interest‐bearing debt less cash. The Company’s primary uses of capital are to finance increases in non‐cash working capital and capital expenditures for capacity expansion and integration. The Company’s primary measure to monitor financial leverage is Debt to Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”). Credit facility arrangements require that the Company meet certain financial ratios at fixed points in time. The financial covenants are, as at December 31, 2020: ‐ Working capital ratio, defined as current assets divided by current liabilities greater than or equal to 1.10:1.00; ‐ Debt to equity ratio, defined as total debt excluding taxes divided by equity and deferred taxes less intangible assets of less than or equal to 2.50:1.00; 22.2 Foreign currency risk management The Company’s Canadian operations face foreign currency risk as a result of a significant portion of the costs of raw material for these sales being in USD. The Company’s sales in USD act as a hedge against this risk, mitigating the risk. The Company also faces foreign currency risk through its foreign subsidiary, Imaflex USA, whose functional currency is the USD. Imaflex does not specifically hedge this foreign currency risk. The Company also has a portion of its debt in USD. The majority of the cash flows generated by the assets financed by these borrowings in USD are in USD. The following is a summary of the Company’s financial assets and liabilities that are denominated in USD, which is in a currency other than the Company’s functional currency: Cash Trade receivables Trade payables Bank indebtedness Net financial position exposure $ December 31, 2020 112,595 3,015,357 (1,620,508) ‐ $ 1,507,444 $ December 31, 2019 38,968 3,032,910 (1,722,323) (36,519) $ 1,313,036 A $0.05 appreciation of the Canadian dollar against the USD would decrease its financial position by $139,259 as at December 31, 2020 (an increase of $126,068 as at December 31, 2019). Conversely a $0.05 depreciation of the Canadian dollar against the USD would have the opposite effect. Management estimates that every $0.01 appreciation of the USD against the Canadian dollar would have a positive impact on the Company’s results of approximately $29,946. Every $0.01 depreciation of the USD against the Canadian dollar would have the opposite effect. Annual Report – December 31, 2020 45 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 22. Risk management (continued) 22.3 Interest rate risk management The Company’s exposure to interest rate fluctuations is with respect to its short‐term and long‐term financing, which bear interest at floating rates. At the reporting date, the carrying value of the Company’s interest‐bearing financial liabilities was as follows: Variable rate instruments Financial liabilities Gross financial position exposure Sensitivity analysis December 31, 2020 December 31, 2019 $ 1,925,950 $ 1,925,950 $ 6,487,933 $ 6,487,933 A 100 basis point increase in interest rates at the reporting date would result in a decrease in income for the year ended December 31, 2020 of approximately $27,104 ($ 74,291 for 2019). Conversely a decrease in interest rates would have the opposite effect. 22.4 Liquidity risk management Liquidity risk, the risk that the Company will not be able to meet its financial obligations as they fall due, is managed through the Company’s capital structure and financial leverage. The Company obtains financing through a mix of share issuance on the capital markets and borrowings from financial institutions. An analysis of financial leverage is used to determine the required mix between the different sources of liquidity offered to the Company while keeping an acceptable risk level in the Company’s leverage. The Company ensures that it maintains sufficient cash flow to pay its obligations within the next 12 months. Cash flows generated from operations are matched to the liquidity required to meet its financial obligations for the sources of financing used to generate that cash flow. The Company has an operating line of credit of up to $12,000,000, of which $ nil was utilized as at December 31, 2020. Borrowings under the Company’s operating line of credit bear interest at the bank’s prime rate plus 0.40%. In order to ensure that this line of credit is sufficient to fund the Company’s cash requirements, management follows the movements in the collateral against which the line of credit is given. As at December 31, 2020, the carrying amount and undiscounted contractual cash flows for the Company's liabilities are as follows: Carrying amount Contractual cash flow 1 year or less 2‐5 years More than 5 Long‐term debt (1) Lease obligations (2) Trade and other payables (3) 7,374,610 2,411,412 4,773,846 7,979,094 2,605,552 4,773,846 2,138,191 937,290 4,773,846 5,646,186 1,668,262 ‐ years 194,717 ‐ ‐ $14,559,868 $15,358,492 $7,849,327 $ 7,314,448 $ 194,717 (1) The interest on the long‐term debt is based on prevailing interest rates at the date of the consolidated statement of financial position. (2) The contractual cash flow for finance leases includes the interest on the borrowings. (3) Excludes employee benefits Annual Report – December 31, 2020 46 Notes to the consolidated financial statements for the years ended December 31, 2020 and 2019 23. Related party transactions Entities in which key management personnel has an interest During the year, in the normal course of business, the Company had routine transactions with entities owned by shareholders and key management personnel of the Company. These transactions are measured at fair value, which is the amount of consideration established and agreed to by the related parties. Details of these transactions not disclosed elsewhere in these consolidated financial statements are as follows: Transactions for the year ended Amounts owing as at December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 1,118,534 1,111,683 ‐ 139,371 2,041,754 132,598 197,728 3,036,345 142,245 ‐ ‐ 10,163 ‐ ‐ ‐ 13,773 ‐ 31,400 ‐ 31,400 Entities owned by key management personnel or their family members Lease liability payments Interest expense included in lease payments above Lease liability balance Key management personnel services Entities over which key management personnel have significant influence Professional services Key management personnel The table below details the compensation paid to the key members of management, which include the Company’s chief executive officer, the vice president of marketing and innovation, the production director, the vice president of corporate affairs, the chief financial officer and members of the board of directors. Salaries Director’s fees Short‐term employee benefits Post‐employment benefits – State‐run plans Share‐based compensation Other benefits Year ended December 31, 2020 $ 924,474 41,000 13,094 15,890 14,253 50,117 $ 1,058,828 December 31, 2019 $ 934,999 41,000 13,298 17,145 60,004 49,236 $ 1,115,682 Annual Report – December 31, 2020 47
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