Magellan Aerospace Corporation
Annual Report 2021

Plain-text annual report

ANNUAL REPORT 2021 commercial aircraft build rates increasing in 2022. Throughout the pandemic, Magellan focused its efforts on cost containment and was successful in negotiating new strategic programs and key contract renewals during this period, including 2021. We look forward to continuing this success in 2022. While the COVID-19 pandemic has had a dramatic impact on our industry, it is important to recognize the impact it has had on individuals and in particular on global health care workers. Magellan also recognizes the impact the pandemic has had on its employees and their families. We thank them for their strength and dedication in the face of uncertainty. Finally, on behalf of the board and management of Magellan, I would like to thank all our shareholders for their ongoing support. Phillip C. Underwood President and Chief Executive Officer March 17, 2022 LETTER TO SHAREHOLDERS The global air travel industry has experienced unprecedented volatility over the last two years due to the COVID-19 pandemic. While there is no doubt the industry will recover from this crisis, some suggest there may have been a permanent change in the percentage of people traveling for business verses pleasure. Aviation and aerospace leaders believe the pandemic has demonstrated that today’s communication tools can be effective, cost saving alternatives to business travel. However, experts still believe that the key drivers of commercial aircraft demand remain fundamentally unchanged from those recognized prior to the pandemic. The past year has proven that air travel demand is resilient when governments reopen borders and when there is confidence in the safety of air travel. Based on 2021 passenger travel data, domestic air travel is forecast to recover to pre- crisis levels in 2023, while international air travel is expected to lag by approximately one year. Aircraft manufacturers have already begun increasing single aisle build rates in response to improving travel demand and currently plan single aisle production to be at pre-pandemic rates by late 2023. Considering that the wide body market was already softening prior to the pandemic, only marginal recovery is expected in this segment within the present decade. Although there were positive signs of recovery for Magellan in 2021, there were also certain program delays and associated rate reductions that adversely impacted revenue recovery. Magellan ended 2021 with $688.4M in revenue, which was down by 7.5% from 2020, and down 32.3% compared to the 2019 pre-pandemic year. With commercial aircraft build rates increasing in 2022, the main challenge will be to navigate pandemic related supply chain disruptions, material shortages and the competition for human resources. 1 MAGELLAN 2021 ANNUAL REPORT This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Magellan Aerospace Corporation (“Magellan” or the “Corporation”) should be read in conjunction with the audited consolidated financial statements and the notes thereto for the years ended December 31, 2021 and 2020 prepared in accordance with International Financial Reporting Standards (“IFRS”), and the Annual Information Form for the year ended December 31, 2021, (available on SEDAR at www.sedar.com). This MD&A provides a review of the significant developments that have impacted the Corporation’s performance during the year ended December 31, 2021 relative to the year ended December 31, 2020. The information contained in this report is as at March 17, 2022. All financial references are in Canadian dollars unless otherwise noted. The MD&A contains forward-looking information that represents the Corporation’s internal projections, expectations, estimates or beliefs concerning, among other things, future operating results and various components thereof or the Corporation’s future economic performance. These statements relate to future events or future performance. All statements other than statements of historical facts may be forward-looking statements. In particular and without limitation there are forward-looking statements under the heading “Overview,” “2021 and Recent Updates,” “Outlook,” “Results of Operations,” “Liquidity and Capital Resources,” “Risk Factors,” “Critical Accounting Estimates” and “Future Changes in Accounting Policies.” In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “forecasts,” “believes,” “projects,” “plans,” “anticipates,” and similar expressions. The projections, estimates and beliefs contained in such forward-looking statements are based on management’s assumptions relating to the production performance of Magellan’s assets and competition throughout the aerospace industry in 2021 and continuation of the current regulatory and tax regimes in the jurisdictions in which the Corporation operates, and necessarily involve known and unknown risks and uncertainties, including the business risks discussed in this MD&A, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted. In particular, the Corporation has not adjusted or revised any forward-looking statements in this report to account for the potential disruption to its business from the novel coronavirus outbreak, the full impact from which is not immediately known or quantifiable. Except as required by law, the Corporation does not undertake to update any forward-looking information in this document whether as to new information, future events or otherwise. The MD&A presents certain non-IFRS financial measures to assist readers in understanding the Corporation’s performance. Non-IFRS financial measures are measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). Throughout this discussion, reference is made to EBITDA (defined as earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA (earnings before interest expense, income taxes, depreciation and amortization, goodwill impairment and restructuring), which the Corporation considers to be an indicative measure of operating performance and a metric to evaluate profitability. EBITDA and Adjusted EBITDA are not generally accepted earnings measures and should not be considered as alternative measures to net income (loss) or cash flows as determined in accordance with IFRS. As there is no standardized method of calculating this measure, the Corporation’s EBITDA and Adjusted EBITDA may not be directly comparable with similarly titled measures used by other companies. Reconciliations of EBITDA and Adjusted EBITDA to net income (loss) reported in accordance with IFRS are included in this MD&A. 1. OVERVIEW A summary of Magellan’s business and significant 2021 events Magellan is a diversified supplier of components to the aerospace industry. Through its wholly owned subsidiaries, controlled entity and joint venture, Magellan designs, engineers and manufactures aeroengine and aerostructure components for aerospace markets, including advanced products for defence and space markets, and complementary specialty products. The Corporation also supports the aftermarket through supply of spare parts as well as performing repair and overhaul services. Magellan operates substantially all of its activities in one reportable segment, Aerospace, which is viewed as one segment by the chief operating decision-makers for the purpose of resource allocations, assessing performance and strategic planning. The Aerospace segment includes the design, development, manufacture, repair and overhaul and sale of systems and components for defence and civil aviation. The Corporation supplies both the commercial and defence sectors of the Aerospace segment. In the commercial sector, the Corporation is active in the large commercial jet, business jet, regional aircraft, and helicopter markets. On the defence side, the Corporation provides parts and services for major military aircraft. 2 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Within the Aerospace segment, the Corporation has two major product groupings: aerostructures and aeroengines. Aerostructure and aeroengine products are used both in new aircraft and for spares and replacement parts. Within the aerostructures product grouping, the Corporation supplies international customers by producing components using conventional and high-speed automated machining centres. Capabilities include precision casting of airframe-mounted components. Management believes that Magellan’s dedication to technological innovation combined with low cost sourcing from emerging markets will position the Corporation to capture targeted complex assembly programs. Within the aeroengines product grouping, the Corporation manufactures complex castings, fabricated and machined gas turbine engine components, both static and rotating, integrated nacelle components, flow path and engine exhaust systems for the world’s leading aeroengine manufacturers. The Corporation also performs repair and overhaul services for jet engines and related components. Impact of COVID-19 The COVID-19 pandemic has had and continues to have a significant impact on the global economy, our customers’ businesses and on the Corporation’s operations, financial and operating results and planning ability. To attempt to mitigate the spread of the pandemic, there have been extraordinary and wide-ranging actions taken by international, federal, provincial and local public health and governmental authorities to contain and combat the outbreak of COVID-19 around the world. These actions include quarantines and “stay-at-home” orders, social distancing measures and travel restrictions, among others. Although from time to time there has been an easing of restrictions in certain jurisdictions, some of these restrictions have been reinstated in other jurisdictions. In addition, the reopening of businesses and economies in certain countries is creating a variety of new challenges, including, for example, higher prices for goods and services, limited availability of products, disruptions to supply chains and labour shortages. During the second half of 2021, certain facilities of the Corporation began to experience supply chain disruptions and labour shortages, which have negatively impacted their production of goods resulting in lower absorption of manufacturing costs and, in some cases, delays in shipments to customers. We are taking actions to manage the potential impacts of these matters and we will continue to assess the actual and expected impacts and the need for further actions. In response to the COVID-19 impacts on our businesses, the Corporation has been and continues to adjust production schedules to accommodate changes in demand. The Corporation has also been taking measures to align its cost structure including headcount reductions and re-balancing workforce, restructuring businesses, eliminating all non-essential travel, entertaining and other discretionary spending, reducing capital expenditures, and applying for government subsidies, such as Canada Emergency Wage Subsidy (“CEWS”) for its Canadian employees. Magellan continues to monitor ongoing developments and mitigate risks related to the COVID-19 pandemic and the impact on Magellan’s operations, supply chain, and most importantly the health and safety of its employees. In 2021, 52% of revenues were derived from commercial markets (2020– 54%, 2019– 68%) while 48% of revenues related to defence markets (2020 – 46%, 2019– 32%). 2021 and Recent Updates On January 14, 2021, the Corporation announced that Raytheon Missiles & Defense (“Raytheon”) awarded the Corporation a contract for the supply of complex missile fin components. These heat-tolerant surface control assemblies will be manufactured at Magellan’s facility in Middletown, Ohio, with deliveries continuing through 2024. The value of this agreement is approximately $61.4 million. Magellan has participated in the Standard Missile (“SM”) program for more than 20 years, supplying dorsal fins for various configurations, including the SM-3 and SM-6. These defensive missiles provide area defence to the U.S. Military against theater ballistic missiles, aircraft and cruise missiles. On March 16, 2021, the Corporation announced that it had renewed for five additional years its agreement with Avio Aero, a GE Aviation Company, for the supply of magnesium and aluminum castings. The castings will be produced primarily at Magellan’s Haley, Ontario facility, with several also being produced at its Glendale, Arizona facility. On March 31, 2021, Magellan announced an agreement with Boeing on a contract extension for the supply of landing gear kits and other complex structural components for the 737, 767, and 777 airplanes. Magellan has made significant investments in 3 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 manufacturing technology and personnel at all its facilities substantially improving our global competitiveness. Magellan’s solution for Boeing employs a vertical integration strategy utilizing its global resources located in Kitchener, New York City, and India. On June 21, 2021, the Corporation announced a contract extension between Magellan Aerospace (UK) Limited and Airbus SAS (“Airbus”) for the supply of aluminum and titanium structural wing components from Magellan UK’s facilities located throughout Europe and India. This contract renewal is comprised of precision machined details and assemblies for use on the A320 and A330 aircraft. On February 9, 2022, Magellan announced it had been awarded a contract from MDA Ltd. (“MDA”) to provide spacecraft avionics for their next Earth observation mission named CHORUS. The new spacecraft builds on MDA’s RADARSAT heritage and will continue the work of RADARSAT-2, which remains operational serving its worldwide customer base. The avionics subsystems for CHORUS will be developed at Magellan’s Winnipeg facility, home of western Canada’s Advanced Satellite Integration Facility. Magellan has expertise in the development of satellite buses and spacecraft avionics. For MDA’s CHORUS mission, Magellan will be responsible for the design, manufacture, test, and delivery of the bus avionics system for the C-band Synthetic Aperture Radar satellite. The bus avionics include the satellite bus power control and distribution, communications, attitude control, orbit determination, and on-board telemetry data collection. Key avionics deliverables include Magellan’s Power Control Unit and Command and Data Handling Unit. Labour Matters The Corporation employs 3,400 employees; of these, approximately 1,400 are unionized and are covered by 16 collective bargaining agreements as of December 31, 2021. The Corporation maintains constructive relationships with its unions and strives to achieve mutually beneficial relationships while maintaining cost competitiveness when negotiating extensions of expiry dates or renewals of the collective agreements. The Corporation is currently in negotiations regarding a number of such extensions or renewals and it expects all negotiations will result in extensions of expiry dates, renewals of the agreements or some other mutually satisfactory agreement as applicable. Financing Matters On June 30, 2021, the Corporation extended its Bank Credit Facility Agreement (“Agreement”) with a syndicate of lenders for an additional two-year period expiring on June 30, 2023. The Agreement provides for a multi-currency global operating credit facility to be available to Magellan in a maximum aggregate amount of $75 million. The Agreement also includes a $75 million uncommitted accordion provision, which provides Magellan with the option to increase the size of the operating credit facility to $150 million. Extensions of the Agreement are subject to mutual consent of the syndicate of lenders and the Corporation. 2. OUTLOOK The outlook for Magellan’s business in 2022 The COVID-19 pandemic has made it extremely challenging for airlines to forecast near or medium-term commercial air travel demand. At the end of 2021, the rapidly spreading Omicron variant triggered a new series of government restrictions around the globe and caused widespread disruptions for most major airlines. Notwithstanding the added impact of significant weather events, airlines were forced to cancel flights due to shortages of pilots and employees who became sick or were quarantined due to the virus. Despite a discouraging end to the year for airlines, commercial air travel still showed improvement over the previous 2020 year. The International Air Transport Association (“IATA”) reported that despite Omicron disruptions, global revenue passenger kilometers (“RPK’s”) reached 55% of December 2019 levels by the end of 2021. For reference, RPK’s were at 38% of 2019 levels at December 2020. IATA’s 2021 data indicated that domestic air travel reached 78% of pre-COVID levels in 2021, while international travel reached only 42%. Industry experts currently predict that global domestic air travel will return to pre- pandemic levels in 2023, while international air travel will follow by approximately twelve to fifteen months. 4 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Aircraft manufacturers are already increasing single aisle aircraft build rates in response to improving commercial air travel volumes. These build rates are expected to return to pre-pandemic levels late in 2023. Considering the impact of the pandemic on what was already a softening wide body market, forecasters predict a marginal recovery in corresponding build rates through 2030. Airbus and Boeing delivered 611 aircraft and 340 aircraft, respectively in 2021. Airbus’ gross order intake totaled 773 aircraft and with cancellations of 264 aircraft, they ended the year with net orders of 509 aircraft. Boeing booked 909 gross aircraft orders and received cancellations for 430 aircraft, resulting in netted 479 aircraft orders in 2021. Airbus ended 2021 with total unfilled orders of 7,082 aircraft versus 7,184 aircraft at December 31, 2020, while Boeing ended with 5,136 aircraft unfilled orders in 2021 compared to 4,997 aircraft in 2020. Airbus increased A320 build rates from 40 aircraft per month to 45 aircraft per month in 2021. Airbus began 2022 at a rate of 49 aircraft per month with a plan to reach 54 aircraft per month in the fourth quarter of 2022. Airbus expects to ramp up from 59 aircraft to 66 aircraft per month in 2023, which is delayed by three years from their original pre-pandemic forecast. At the close of 2021, the A330 build rate was at 2.2 aircraft per month and is forecasted to reach 2.8 aircraft per month late in 2022. The A350 build rate plan continues at 5 aircraft per month until the latter part of 2022 when 6 aircraft per month is planned. Airbus’ A220 rate is planned to reach 5.4 to 6.6 aircraft per month in 2022, 6.6 to 9.8 aircraft in 2023, and ramp up to 14 aircraft per month by mid of 2025, which advances this rate by 6 months from previous forecasts. In a fourth quarter 2021 report, Boeing stated that they were engaged in discussions with the Federal Aviation Administration regarding actions required to resume deliveries of their 787 aircraft after a series of quality issues forced them to pause deliveries. Boeing disclosed that they had an inventory of 110 undelivered 787 aircraft at the end of 2021, and that they would continue building at 2 aircraft per month until deliveries resume. Boeing’s 737 build rate increased from 17 aircraft per month in 2021 to 24 aircraft per month beginning January 2022. Boeing is planning 31 aircraft per month by the second half of 2022 and 52 aircraft per month by the second half of 2023. Boeing’s 777 aircraft build rate is expected to remain at 2 aircraft per month and is planned to increase to 3 aircraft per month by 2023, and then 3.5 aircraft per month by 2024. The launch of the 777-8 freighter version is expected to further delay the entry-into-service of the 777X passenger variant and correspondingly impact build rates. The defence industry remains considerably more insulated from the global impact of COVID-19 than the commercial aerospace industry. Experts are confident that most major defense spending nations will remain committed to strengthening their military budgets, despite the pandemic’s economic impact on fiscal deficits. Certain European countries including the United Kingdom have recommitted or increased defence spending during the COVID-19 crisis, further removing a degree of near-term budget uncertainty. In the U.S., the President’s budget proposal requested a fiscal year 2022 budget for national defense that was up 2% year over year. In 2021, Lockheed Martin delivered 142 F-35 aircraft, which was up from 123 aircraft in 2020 and which exceeded their plan to deliver between 133 and 139 aircraft. Lockheed Martin’s production plans include 151 to 153 aircraft delivered in 2022, and a peak rate of 156 aircraft delivered annually from 2023 onward. During 2021, the F-35 gained two new customers as it was chosen by Switzerland and Finland in their respective fighter competitions. The F-35 remains in contention for Canada’s Future Fighter program along with Saab’s Grippen. In December 2021, an announcement was made that Boeing’s F/A-18 Super Hornet was eliminated from the competition. Canada’s final selection is expected in 2022. The Corporation believes there will be no immediate impact on defence aircraft procurement as a result of the recent conflict between Ukraine and Russia. With the conflict being in early stages, the extent and potential magnitude of impact on global defence markets is still being assessed by the industry. Aerospace and defence manufacturers have undergone a challenging period since the global pandemic began in early 2020. As commercial passenger air travel volumes recover, there is improving confidence in the near to medium term outlook for the industry. Experts are hopeful the horizon is becoming clearer and that aerospace and defence manufacturers can look forward to switching from mitigation plans to growth management. 5 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 3. SELECTED ANNUAL INFORMATION A summary of selected annual financial information for 2021, 2020 and 2019 Expressed in millions of dollars, except per share information Exp Revenues Net (loss) income in the year Net (loss) income per common share – Basic and Diluted EBITDA1 EBITDA1 per common share – Basic and Diluted Adjusted EBITDA1 Adjusted EBITDA1 per common share – Basic and Diluted Total assets Total non-current liabilities 2021 688.4 (1.0) (0.02) 56.7 0.98 58.8 1.02 1,003.8 104.3 2020 744.4 3.3 0.06 75.9 1.31 100.4 1.73 1,072.6 121.9 2019 1,016.2 67.4 1.16 145.2 2.49 145.2 2.49 1,141.2 125.2 1 EBITDA and Adjusted EBITDA are not IFRS financial measures. Please see Section 5 the “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” section for more information. The COVID-19 pandemic has continued to disrupt global health and the economy in 2021 and has created an indeterminate period of volatility in the markets in which Magellan operates. Revenues for the year ended December 31, 2021, decreased from both 2020 and 2019 levels. The decrease in revenues from 2020 was primarily attributable to volume decreases in wide-body aircraft, casting and proprietary products, production delays and unfavourable foreign exchange impact due to the weakening of the United States dollar relative to the Canadian dollar and British pound, offset in part by the volume recovery for single aisle aircraft. Net income decreased in 2021 from 2020 mainly due to lower gross margin as a result of volumes decreases, production inefficiencies, unfavourable product mix, higher material and manufacturing costs, and lower CEWS benefits recognized, offset in part by lower administrative and general expenses, and lower restructuring charges in the year. In 2020, the Corporation recorded a goodwill impairment of $12.0 million. During 2021 and 2020, the Corporation paid quarterly dividends on common shares of $0.105 per share for the four quarters, amounting to $24.2 million and $24.4 million, respectively, in total for the year. 4. RESULTS OF OPERATIONS A discussion of Magellan’s operating results for 2021 and 2020 Consolidated revenues for the year ended December 31, 2021 were $688.4 million, a 7.5% decrease from the $744.4 million achieved last year. Gross profit and net loss were $48.3 million and $1.0 million for the year ended December 31, 2021, respectively, in comparison to gross profit of $96.5 million and net income of $3.3 million for the year ended December 31, 2020. Consolidated Revenues Twelve-months ended December 31, expressed in thousands of dollars Canada United States Europe Total revenues 2021 315,803 174,260 198,295 688,358 2020 338,883 202,284 203,247 744,414 Change (6.8%) (13.9%) (2.4%) (7.5%) Revenue in Canada decreased 6.8% in 2021 compared to the prior year mainly due to work stoppage at the Corporation’s Haley facility during the second quarter of 2021, volume decrease for wide-body aircraft and proprietary products, and unfavourable foreign exchange impact driven by the weakening of the United States dollar relative to the Canadian dollar. Revenue in the United States in 2021 was 13.9% lower than 2020 primarily driven by volume decreases for wide-body aircrafts, production delays and unfavourable foreign exchange impact due to the weakening of the United State dollar relative to the Canadian dollar, offset in part by volume increases for single aisle aircraft, specifically the Boeing 737 MAX as aircraft build rates increased. 6 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 European revenue in 2021 decreased 2.4% compared to the corresponding year in 2020 primarily due to unfavourable foreign exchange impact as the United States dollar weakened relative to the British pound, partially offset by build rate recovery for single aisle aircraft. Consolidated revenues are impacted by the fluctuation of the United States dollar and British pound against the Canadian dollar when the Corporation translates its foreign operations to Canadian dollars. Further, the fluctuation of the British pound relative to the United States dollar impacts the performance of the Corporation’s European operations. If the average exchange rates for both the United States dollar and British pound experienced in 2020 remained constant in 2021, consolidated revenues for 2021 would have been higher by 4.6%. Gross Profit Twelve-months ended December 31, expressed in thousands of dollars Gross profit Percentage of revenue 2021 48,330 7.0% 2020 96,491 13.0% Change (49.9%) x Gross profit was $48.3 million in 2021, $48.2 million lower than 2020 of $96.5 million. Gross profit, as a percentage of revenues was 7.0%, a decrease of 6.0% from 13.0% recorded in 2020. Decrease in gross profit was primarily driven by continued lower post pandemic volumes, unfavourable product mix, higher material and manufacturing costs, and lower subsidies mainly from Canada Emergency Wage Subsidy (“CEWS”) program, offset in part by volume increases and new businesses in certain programs. The implementation of the Corporation’s plan to restructure its European operations in the year resulted in higher operating costs as programs were transitioned within internal facilities. In addition, during the second half of 2021, certain facilities of the Corporation began to experience supply chain disruptions and labour shortages, which have negatively impacted their production of goods and, thus, resulted in lower absorption of manufacturing costs. Administrative and General Expenses Twelve-months ended December 31, expressed in thousands of dollars Administrative and general expenses Percentage of revenue 2021 44,559 6.5% 2020 52,075 7.0% Change (14.4%) x Administrative and general expenses as a percentage of revenue were 6.5% in 2021 as compared to 7.0% in 2020. Administrative and general expenses of $44.6 million in 2021 were $7.5 million or 14.4% lower than $52.1 million in the prior year mainly due to lower salary and related expenses and lower discretionary spending across the majority of the expense categories to align with current business volumes. Restructuring Twelve-months ended December 31, expressed in thousands of dollars Workforce reduction Closure costs Impairment of property, plant and equipment Restructuring 2021 – 2,182 – 2,182 2020 6,916 3,236 2,385 12,537 During 2021, the Corporation incurred $2.2 million closure costs as compared to $5.6 million related to the closure of its Bournemouth manufacturing facilities in the United Kingdom in implementing the restructuring plan announced in the fourth quarter of 2020 to reorganize its European operations. In 2020, the Corporation also incurred, as part of its cost reduction efforts in response to COVID-19, workforce reduction costs of $6.9 million related to terminations of employment, primarily in Europe. Goodwill Impairment Twelve-months ended December 31, expressed in thousands of dollars Goodwill impairment Goodwill impairment 2021 – – 2020 12,046 12,046 7 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 In 2020, the Corporation recorded a goodwill impairment charge of $12.0 million due to the projected slow recovery of the aerospace market and the resulting depressed customer demand for products and services provided by one of the Corporation’s cash generating units (“CGU”). There was no impairment recorded in 2021. Other Twelve-months ended December 31, expressed in thousands of dollars Foreign exchange (gain) loss Loss on disposal of property, plant and equipment Gain on disposal of investment properties Other Other 2021 (2,548) 336 (608) (355) (3,175) 2020 1,138 117 – (172) 1,083 Included in other is a foreign exchange gain of $2.5 million in 2021 compared to a loss of $1.1 million in the prior year. The movements in balances denominated in foreign currencies and the fluctuations of the foreign exchange rates impact the net foreign exchange gain or loss recorded during the year. In addition, a $0.6 million gain was recorded relating to the disposal of investment properties. Interest Expense Twelve-months ended December 31, expressed in thousands of dollars Interest on bank indebtedness and long-term debt Accretion charge on long-term debt and borrowings Accretion charge for lease liabilities Discount on sale of trade receivables Interest expense 2021 43 787 1,817 248 2,895 2020 305 1,103 2,026 924 4,358 Total interest costs of $2.9 million for 2021 decreased by $1.5 million from $4.4 million in 2020, primarily due to lower accretion charge on long-term debt as principal amounts decreased and lower discount on sale of accounts receivables due to lower volume of receivables sold in the year. Income Taxes Twelve-months ended December 31, expressed in thousands of dollars Current income tax expense Deferred income tax expense Income tax expense Effective tax rate 2021 8,898 (6,052) 2,846 152.3% 2020 7,140 3,939 11,079 77.0% The Corporation recorded an income tax expense of $2.8 million in 2021 on pre-tax income of $1.9 million, representing an effective tax rate of 152.3%, compared to an income tax expense of $11.1 million on pre-tax income of $14.4 million, representing an effective tax rate of 77.0% in 2020. During 2021 and 2020, the Corporation recognized investment tax credits totaling $1.6 million and $1.5 million, respectively, as a reduction of cost of revenues, as the Corporation has determined that it will be able to benefit from these investment tax credits. The change in effective tax rate and current and deferred income tax expenses year over year was primarily due to changes in the mix of income and loss across the different jurisdictions in which the Corporation operates and the reversal of temporary differences. 5. RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA A description and reconciliation of certain non-IFRS measures used by management In addition to the primary measures of earnings and earnings per share (basic and diluted) in accordance with IFRS, the Corporation includes EBITDA (earnings before interest, income taxes and depreciation and amortization) and Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, goodwill impairment and restructuring) in this MD&A. The Corporation has provided this measure because it believes this information is used by certain investors to assess financial performance and that EBITDA and Adjusted EBITDA are useful supplemental measures as they provide an indication of the 8 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 results generated by the Corporation’s principal business activities prior to consideration of how these activities are financed and how the results are taxed in the various jurisdictions. Each component of this measure is calculated in accordance with IFRS, but EBITDA and Adjusted EBITDA are not recognized measures under IFRS, and the Corporation’s method of calculation may not be comparable with that of other companies. Accordingly, EBITDA and Adjusted EBITDA should not be used as alternatives to net income as determined in accordance with IFRS or as alternatives to cash provided by or used in operations. Twelve-months ended December 31, expressed in thousands of dollars Net (loss) income Interest Taxes Depreciation and amortization EBITDA Add back: Restructuring Goodwill impairment Adjusted EBITDA 2021 (977) 2,895 2,846 51,892 56,656 2,182 – 58,838 2020 3,313 4,358 11,079 57,103 75,853 12,537 12,046 100,436 Adjusted EBITDA decreased $41.6 million or 41.4% to $58.8 million for the year ended 2021, compared to $100.4 million in 2020 mainly as a result of lower net income driven largely by volume reductions and higher production costs, lower interest and taxes, depreciation and amortization expenses, restructuring expenses and impairment charge. In addition, during the second half of 2021, certain facilities of the Corporation began to experience supply chain disruptions and labour shortages, which negatively impacted their production of goods and, thus, resulted in lower absorption of manufacturing costs leading to lower Adjusted EBITDA. 6. SELECTED QUARTERLY FINANCIAL INFORMATION A summary view of Magellan’s quarterly financial performance Expressed in millions of dollars except per share information X Revenues Income (loss) before taxes Net income (loss) Net income (loss) per common share Basic and Diluted EBITDA1 Adjusted EBITDA1 Mar 31 176.3 5.2 3.3 0.06 19.2 19.3 X Jun 30 167.6 1.6 1.1 0.02 14.9 15.6 Sep 30 166.4 1.3 0.5 0.01 16.1 16.7 2021ix Dec 31 178.0 (6.2) (5.8) (0.10) 6.5 7.3 X X Mar 31 238.8 25.8 20.1 0.34 41.5 41.5 Jun 30 162.2 10.0 6.1 0.10 24.8 25.5 Sep 30 163.4 2.2 0.0 0.00 16.3 21.8 2020i Dec 31 180.1 (23.6) (22.9) (0.40) (6.8) 11.5 1 EBITDA and Adjusted EBITDA are not IFRS financial measures. Please see Section 5 the “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” section for more information. Revenues and net income in the quarter were impacted by the movements of the Canadian dollar relative to the United States dollar and British pound, when the Corporation translates its foreign operations to Canadian dollars. Further, the movements in the United States dollar relative to the British pound impact the Corporation’s United States dollar exposures in its European operations. During the periods reported, the average quarterly exchange rate of the United States dollar relative to the Canadian dollar fluctuated between a high of 1.3859 in the second quarter of 2020 and a low of 1.2280 in the second quarter of 2021. The average quarterly exchange rate of the British pound relative to the Canadian dollar reached a high of 1.7461 in the first quarter of 2021 and hit a low of 1.6991 in the fourth quarter of 2021. The average quarterly exchange rate of the British pound relative to the United States dollar reached a high of 1.3974 in the second quarter of 2021 and hit a low of 1.2388 in the second quarter of 2020. Had exchange rates remained at levels experienced in 2020, reported revenues in 2021 would have been higher by $6.7 million, $15.4 million, $6.4 million and $6.1 million for the first, second, third and fourth quarters of 2021, respectively. Commencing in the second quarter of 2020, the Corporation’s results were negatively impacted by COVID-19 pandemic driven volume decreases in a number of commercial programs. However, starting with the second quarter of 2021, there were some positive signs of revenue recovery as certain commercial program aircraft build rates had started to increase. The Corporation 9 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 applied and recognized the CEWS subsidy of $8.6 million, $10.4 million and $1.0 million in the second, third and fourth quarters of 2020, respectively, and $3.9 million and $3.8 million in the second and fourth quarters of 2021, and reduced the expense that the subsidy offsets. During the third quarter of 2020, Magellan implemented cost savings initiatives designed to reduce operating costs by re- balancing its workforce and recognized severance costs of $5.6 million. A $3.4 million cost recovery was recorded against cost of revenues as a result of the cancellation of the Airbus A320neo program in the third quarter of 2020. In the fourth quarter of 2020, the Corporation committed to a plan to restructure its manufacturing divisions in Europe due to decreased demand as a result of a deterioration in economic conditions stemming from COVID-19 and recognized a $5.6 million restructuring charge, including a $2.4 million impairment loss related to assets made obsolete as a result of the plan. Further, a $12.0 million goodwill impairment charge was recorded in the fourth quarter of 2020. 7. LIQUIDITY AND CAPITAL RESOURCES A discussion of Magellan’s cash flow, liquidity, credit facilities and other disclosures The Corporation’s liquidity needs can be met through a variety of sources including cash on hand, cash provided by operations, short-term borrowings from its credit facility and accounts receivables securitization program, and long-term debt and equity capacity. Principal uses of cash are to fund liabilities as they become due, finance capital expenditures, fund debt repayments, repurchase common shares, pay dividends and provide flexibility for new investment opportunities. Based on current funds available and expected cash flow from operating activities, management believes that the Corporation has sufficient funds available to meet its liquidity requirements at any point in time. However, if cash from operating activities is lower than expected or capital costs for projects exceed current estimates, or if the Corporation incurs major unanticipated expenses, it may be required to seek additional capital in the form of debt or equity or a combination of both. In 2021, $12.5 million of cash was generated by operations, $20.8 million was used in investing activities and $73.0 million was used in financing activities. Cash Flow from Operating Activities Twelve-months ended December 31, expressed in thousands of dollars (Increase) decrease in account receivables Decrease in contract assets Decrease (increase) in inventories Decrease in prepaid expenses and other Increase (decrease) in accounts payable, accrued liabilities and provisions Net change in non-cash working capital items Net cash provided by operating activities 2021 (50,347) 3,895 3,234 2,224 7,237 (33,757) 12,526 2020 64,398 7,336 (16,803) 8,299 (41,475) 21,755 105,970 The Corporation generated $12.5 million in 2021 from operating activities, compared to $106.0 million in the prior year. Changes in non-cash working capital items used cash of $33.8 million in 2021 as compared to $21.8 million generated in the prior year. The unfavourable movement of non-cash working capital balances was largely attributable to increases in accounts receivables from lower volume of receivables sold and timing of customer payments, decreases in contract assets due to lower production and timing of payments, and decreases in prepaid expenses and other due to timing of purchases, offset in part by decreases in inventories due to timing of production and shipment, and material purchases, and increases in accounts payable, accrued liabilities and provisions primarily driven by timing of material purchases and supplier and milestone payments. Cash Flow from Investing Activities Twelve-months ended December 31, expressed in thousands of dollars Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment properties Increase in intangibles and other assets Net cash used in investing activities 10 2021 (17,675) 509 1,000 (4,638) (20,804) 2020 (24,575) 177 – (1,417) (25,815) MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Investing activities for 2021 used $20.8 million compared to $25.8 million in the prior year, a decrease of $5.0 million primarily due to lower levels of investment in property, plant and equipment and disposal of investment properties offset in part by increases in long-term receivables and deposits recorded in other assets. Cash Flow from Financing Activities Twelve-months ended December 31, expressed in thousands of dollars (Decrease) increase in debt due within one year Decrease in long-term debt Lease liability payments Increase (decrease) in long-term liabilities and provisions (Decrease) increase in borrowings, net Share repurchase Common share dividend Net cash used in financing activities 2021 (39,441) (1,516) (6,707) 6 (1,104) – (24,247) (73,009) 2020 285 (754) (6,970) (545) 37 (3,407) (24,372) (35,726) The Corporation used $73.0 million in 2021 primarily for the repayment of debt due within one year as the Corporation wound down its accounts receivable securitization program, and the payment of common share dividends. Usage of funds also related to payment of lease liabilities and long-term debt. Contractual Obligations As at December 31, 2021, expressed in thousands of dollars Long-term debt Lease liabilities Other long-term liabilities Borrowings subject to specific conditions Total Contractual Obligations Less than 1 year 4,552 5,734 140 1,327 11,753 1-3 Years 2,878 10,781 232 1,424 15,315 4-5 Years – 6,969 236 1,650 8,855 After 5 Years – 22,448 679 21,027 44,154 Total 7,430 45,932 1,287 25,428 80,077 On June 30, 2021, the Corporation extended its Bank Credit Facility Agreement (“Agreement”) with a syndicate of lenders for an additional two-year period expiring on June 30, 2023. The Agreement provides for a multi-currency global operating credit facility to be available to Magellan in a maximum aggregate amount of $75 million. The Agreement also includes a $75 million uncommitted accordion provision, which provides Magellan with the option to increase the size of the operating credit facility to $150 million. Extensions of the Agreement are subject to mutual consent of the syndicate of lenders and the Corporation. As at December 31, 2021, the Corporation had made contractual commitments to purchase $4.9 million of capital assets. In addition, the Corporation had purchase commitments, largely for materials required for the normal course of operations, of $313.1 million as at December 31, 2021. The Corporation plans to fund all of these commitments with operating cash flow and the existing credit facility. Outstanding Share Information The authorized capital of the Corporation consists of an unlimited number of preference shares, issuable in series, and an unlimited number of common shares. As at March 17, 2022, 57,729,106 common shares were outstanding and no preference shares were outstanding. More information on the Corporation’s share capital is provided in note 20 of the Corporation’s consolidated financial statements for the year ended December 31, 2021. For the year ended December 31, 2021 and 2020, the Corporation paid quarterly dividends on its common shares of $0.105 per common share, representing an aggregate dividend payment of $24.2 million and $24.4 million, respectively. In the first quarter of 2022, the Corporation declared dividends of $0.105 per common share payable on March 31, 2022, to shareholders of record at the close of business on March 29, 2022. 11 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Normal Course Issuer Bid On May 25, 2020, the Toronto Stock Exchange (“TSX”) accepted the Corporation’s application to commence a normal course issuer bid (“NCIB”) which allowed the Corporation to repurchase through the facilities of the TSX and alternative Canadian trading platforms up to 2,910,450 common shares. The program commenced on May 27, 2020 and ended on May 26, 2021. On May 27, 2021, the Corporation’s application was re-approved for an NCIB to purchase up to 2,886,455 common shares, over a 12-month period commencing May 27, 2021 and ending May 26, 2022. During the year ended December 31, 2021, the Corporation had not purchased common shares for cancellation under the program. During the year ended December 31, 2020, 479,895 shares were purchased for cancellation for $3,407 at a volume weighted average price paid of $7.10 per share respectively. 8. FINANCIAL INSTRUMENTS A summary of Magellan’s financial instruments Derivative Contracts The Corporation operates internationally, which gives rise to a risk that its income, cash flows and shareholders’ equity may be adversely impacted by fluctuations in foreign exchange rates. Currency risk arises because the amount of the local currency receivable or payable for transactions denominated in foreign currencies may vary due to changes in exchange rates and because the non-Canadian dollar denominated financial statements of the Corporation’s subsidiaries may vary on consolidation into the reporting currency of Canadian dollars. The Corporation from time to time may use derivative financial instruments to help manage foreign exchange risk with the objective of reducing transaction exposures and the resulting volatility of the Corporation’s earnings. The Corporation does not trade in derivatives for speculative purposes. Under these contracts, the Corporation is obligated to purchase specified amounts at predetermined dates and exchange rates. These contracts are matched with anticipated cash flows in United States dollars. The counterparties to the foreign currency contracts are all major financial institutions with high credit ratings. As at December 31, 2021, foreign exchange contracts of US$6.7 million and £9.5 million were outstanding with an immaterial fair value. Off-Balance Sheet Arrangements The Corporation does not have any off-balance sheet arrangements that have or reasonably are likely to have a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. As a result, the Corporation is not exposed materially to any financing, liquidity, market or credit risk that could arise if it had engaged in these arrangements. 9. RELATED PARTY TRANSACTIONS A summary of Magellan’s transactions with related parties During the year, the Corporation incurred consulting and cost recovery fees of $0.2 million [2020 - $0.2 million] payable to a corporation controlled by the Chairman of the Board of Directors of the Corporation. 10. RISK FACTORS A summary of risks and uncertainties facing Magellan The Corporation’s performance may be affected by a number of risks and uncertainties. Magellan’s senior management identifies key risks and has processes in place to help monitor, manage, and mitigate these risks. Additional risks and uncertainties not presently known by the Corporation, or that the Corporation does not currently anticipate, may be material and may impair the Corporation’s performance. The following risks and uncertainties apply to the Corporation. Information relating to additional risks and uncertainties are set forth in the Corporation’s Annual Information Form on SEDAR at www.sedar.com. 12 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 The impact of the COVID-19 pandemic continues to create considerable uncertainty for the Corporation’s operations. Magellan’s global operations continue to expose the Corporation to risks associated with the COVID-19 pandemic. Authorities around the world have implemented measures to try and reduce the spread of the virus and such measures have impacted and continue to impact Magellan, its business partners, and stakeholders. The extent of the impact of COVID-19 remains uncertain and will continue to depend on numerous evolving factors across jurisdictions and markets that the Corporation is not able to accurately predict. This includes the duration and scope of the pandemic, the emergence and spread of new variants of the virus, including the Omicron variant, the development and availability of effective treatments and vaccines, the speed at which vaccines are administered, the efficacy of vaccines against the virus and evolving strains or variants of the virus. Also, global economic conditions during and after the pandemic, government actions that have been taken, or may be taken in the future, in response to the pandemic, and changes in the aerospace market conditions in response to the pandemic, creates considerable uncertainty for the Corporation, some of which may be more than just temporary. COVID-19 affects many of the risk factors enumerated further below and more specifically may cause: — — — — — — Operation disruptions delaying deliveries and causing financial losses as a result of COVID-19, resulting from temporary closures of the facilities of the Corporation or its Corporation’s business partners or the inability of a significant portion of the Corporation’s business partners’ workforce to work because of illness, absenteeism, quarantine, vaccine mandates, or travel or other government restrictions; Supply shortages, labor shortages, including strike or work stoppages, or transport capacity constraints (i.e. reduced availability of air or other commercial transport, port congestion, availability of truck drivers, and border restrictions or closures), any of which can impact operations. Any sustained interruption in the Corporation’s or the Corporation’s business partners’ operations, distribution network or supply chain or any significant continuous shortage of raw materials, or supply shortages can negatively impact the Corporation’s operations; Operational inefficiencies and additional costs brought on by the effect of the pandemic and related mitigation methods on the workforce such as costs related to expanded benefits and frontline incentives, the provision of personal protective equipment and increased sanitation; Closure or reduction of production of customers, delaying deliveries; Financial duress for suppliers or customers, related to disruption to the supply chain, potentially causing key inputs to be unavailable or more costly or receivables uncollectible or subject to longer payment cycles; Production rate cuts by Airbus, Boeing and other OEMs as a result of global reduction in the demand for commercial aerospace products; — Deferral of marketing, business development, and bid activities; and — Diversion of management attention. Safety is one of the Corporation’s main priorities, thus several measures have been put in place in order to mitigate these risks, including: — A Steering committee to coordinate emergency response procedures with local management teams at of the Corporation’s facilities; — Continued restrictions on all travel; — Health protocols at each location in order to mitigate transmission, including but not limited to: Issuance of personal protective equipment; Initiating production shifts; – Physical distancing measures; – – – Quarantine policies; – Sanitation and hygiene reinforcement; – Compelling most employees to work from home, where possible. — — Communication with customers and suppliers in order to better forecast disruptions in demand and secure the supply chain; and Scrutiny of credit assessments, review of overdue accounts, and provisioning of inventory. 13 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Factors that have an adverse impact on the aerospace industry may adversely affect the Corporation’s results of operations. The Corporation’s gross profit is derived from the aerospace industry. The Corporation’s aerospace operations are focused on engineering and manufacturing aircraft components for new manufactured aircraft, and selling spare parts and performing repair and overhaul services on existing aircraft and aircraft components. Therefore, the Corporation’s business is directly affected by economic factors and other trends that affect the Corporation’s customers in the aerospace industry, including possible changes in sourcing strategies by aircraft operators and OEMs, decreased demand for air travel or projected market growth that may not materialize or be sustainable or the grounding of specific aircraft models by regulatory authorities. Since fuel prices are a significant cost factor for aircraft operators, any sizeable price increases can affect their operating margins and reduce their ability to finance capital expenditures. Constraints in the credit market may reduce the ability of airlines and others to purchase new aircraft, negatively affecting the demand for the Corporation’s products. When these economic and other factors adversely affect the aerospace industry, they tend to reduce the overall customer demand for the Corporation’s products and services, which decreases the Corporation’s operating income. Economic and other factors both internal and external to the aerospace industry might affect the aerospace industry and may have an adverse impact on the Corporation’s results of operations. More specifically, a number of additional external risk factors may include the financial condition of the airline industry, commercial aerospace customers and government aerospace customers; government policies related to import and export restrictions and business acquisitions; changing priorities and possible spending cuts by government agencies; government support for export sales; world trade policies; increased competition from other businesses, including new entrants in market segments in which the Corporation competes. In addition, acts of terrorism, natural disasters, and global health risks including new pandemics, political instability or the outbreak of war or continued hostilities in certain regions of the world could adversely affect global travel and result in lower orders or the rescheduling or cancellation of part of the existing order backlog for some of the Corporation’s products. The Corporation faces risks from downturns in the domestic and global economies. Potential loss due to unfavourable economic conditions, such as a macroeconomic downturn in key markets, could result in potential buyers postponing the purchase of the Corporation’s products or services, lower order intake, order cancellations or deferral of deliveries, lower availability of customer financing, downward pressure on selling prices, increased inventory levels, decreased level of customer advances, slower collection of receivables, reduction in production activities, discontinued production of certain products, termination of employees and adverse impacts on the Corporation’s suppliers. The Corporation cannot predict the depth or duration of downturns in the domestic and global economies nor the effects on markets that the Corporation serves, particularly the airline industry. The Corporation’s ability to increase or maintain its revenues and operating results may be impaired as a result of negative general global economic conditions including, without limitation, interest rates, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, public health crises, such as the COVID-19 pandemic and other events outside of our control. Also, even as government restrictions are relaxed and economies gradually, partially, or fully reopen in the Corporation’s jurisdictions and markets, the ongoing economic impacts and health concerns associated with the COVID-19 pandemic may continue to affect the Corporation’s operations for a timeframe that is uncertain. The economic impact could be severe to global economies depending on the duration of the pandemic, the likelihood and scope of any subsequent waves of COVID-19 and the continued measures put in place to contain the virus. Also, there are significant uncertainties of the economic impacts that the recent conflict between Ukraine and Russia, with the conflict being in its early stages will have on global economies. The economic uncertainties of such events render estimates of future revenues and expenditures more difficult to formulate. The future direction of the overall domestic and global economies could have a significant impact on the Corporation’s overall financial performance and may impact the value of its common shares. Cancellations, reductions or delays in customer orders may adversely affect the Corporation’s results of operations. The Corporation’s overall operating results are affected by many factors, including the timing of orders from large customers and the timing of expenditures to manufacture parts and purchase inventory in anticipation of future sales of products and services. A large portion of the Corporation’s operating expenses is relatively fixed. As several of the Corporation’s operating locations 14 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 typically do not obtain long-term purchase orders or commitments from customers, the Corporation must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon discussions with customers as to their anticipated future requirements. These historic patterns may be disrupted by many factors, including grounding of specific aircraft models by regulatory authorities, changing economic conditions, inventory adjustments, work stoppages or labour disruptions and the impacts of COVID-19. Cancellations, reductions or delays in orders by a customer or group of customers could have a material adverse effect on the Corporation’s business, financial condition and results of operations. The conflict between Russia and Ukraine and any restrictive actions that may be taken by the U.S. and/or other countries in response thereto, such as sanctions or export controls. The recent escalated conflict between Russia and the Ukraine (“Conflict”) has resulted in sanctions imposed upon Russia by NATO and Western countries which are expected to impact world economic markets and particular areas of the aerospace industry. The extent and potential magnitude of economic impacts on the aerospace industry as a result of the imposed sanctions is still being assessed by the industry. The impact of changes in world economic markets and the follow-on effects on the aerospace industry is a primary concern. While it is expected there will be no immediate impact upon defence aircraft procurement, the Corporation cannot predict the outcome of the Conflict and thus the impact on the Corporation remains uncertain. The Corporation, through certain of its customers, participates on certain commercial aircraft programs that are manufactured by Russian companies, and the Corporation indirectly supplies components for aircraft engines which are sold to Russian aircraft manufacturers. Magellan also purchases raw materials from OEM designated suppliers that are situated in Russia. The short and long-term implications of the Conflict are difficult to predict at this time. 11. CRITICAL ACCOUNTING ESTIMATES A description of accounting estimates that are critical to determining Magellan’s financial results The preparation of consolidated financial statements requires management to make critical judgements, estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses recorded during the reporting period. The critical estimates and judgements utilized in preparing the Corporation’s consolidated financial statements affect the assessment of net recoverable amounts, net realizable values and fair values, depreciation and amortization rates and useful lives, value of intangible assets, ability to utilize tax losses and other tax measurements, determination of functional currency, determination of the degree of control that exists in determining the corresponding accounting basis, and the selection of accounting policies. Any changes in estimates and assumptions could have a material impact on the Corporation’s future income and/or the amounts reported in its statement of financial position. The Corporation reviews its estimates and assumptions on an ongoing basis and uses the most current information available and exercises careful judgement in making these estimates and assumptions. The outbreak of the novel strain of coronavirus “COVID-19” resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a material disruption to businesses globally resulting in an economic slowdown and decreased demand in the aerospace industry. The introduction of vaccines has led to optimism; however, the situation continues to evolve (including the prevalence of virus variants). The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions, the Corporation’s business continuity plan and other mitigating measures. In addition, the recent escalation in Conflict and the resulting imposition of sanctions and counter sanctions have disrupted supply chains and caused instability in the global economy. The short and long-term implications of the Conflict are difficult to predict at this time. The ongoing Conflict could result in the imposition of future economic sanctions, which may have a greater adverse effect on economic markets and could result in an even greater impact related to global supply and pricing of electricity and materials. 15 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 pandemic and Conflict may materially and adversely affect the Corporation’s operations, financial results and condition in future periods are also subject to significant uncertainty. Therefore, uncertainty about judgements, estimates and assumptions made by management during the preparation of the Corporation’s consolidated financial statements related to potential impacts of the COVID-19 pandemic and Conflict on revenue, expenses, assets, liabilities, and note disclosures could result in a material adjustment to the carrying value of the asset or liability affected. The main assumptions and estimates that were used in preparing the Corporation’s consolidated financial statements relate to: Financial instruments The valuation of the Corporation’s derivative instruments and certain other financial instruments requires estimation of the fair value of each instrument at the reporting date. Details of the basis on which fair value is estimated are provided in note 22 to the consolidated financial statements. Impairments The recoverable amount of goodwill, intangible assets and property, plant and equipment is based on estimates and assumptions regarding the expected market outlook and cash flows from each CGU or group of CGUs. In order to estimate the fair value of indefinite-lived intangible assets and goodwill resulting from business combinations, the Corporation typically estimates future revenue, considers market factors and estimates future cash flows. Based on these key assumptions, judgements and estimates, the Corporation determines whether to record an impairment charge to reduce the value of the asset carried on the consolidated statements of financial position to its estimated fair value. Assumptions, judgements and estimates about future values are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Corporation’s business strategy or internal forecasts. Although the Corporation believes the assumptions, judgements and estimates made in the past have been reasonable and appropriate, different assumptions, judgements and estimates could materially affect the Corporation’s reported financial results. Deferred taxes Income taxes are determined based on estimates of the Corporation’s current income taxes and estimates of deferred income taxes resulting from temporary differences. Deferred tax assets are assessed to determine the likelihood that they will be realized from future taxable income before they expire. Government assistance Investment tax credits and scientific research and experimental development tax credits are determined based on estimates of the Corporation’s current year expenditures on qualifying programs. The investment tax credits are assessed to determine the likelihood that they will be applied against federal income taxes. Capitalization of development costs When capitalizing development costs the Corporation must assess the technical and commercial feasibility of the projects and estimate the useful lives of resulting products. Determining whether future economic benefits will flow from the assets and therefore the estimates and assumptions associated with these calculations are instrumental in (i) deciding whether project costs can be capitalized, and (ii) accurately calculating the useful life of the projects for the Corporation. Leases The Corporation determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend or terminate the lease. The lease term is estimated by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise the termination option. Both qualitative and quantitative assumptions are considered when deriving the value of the economic incentive. The Corporation makes judgements in determining whether a contract contains an identified asset. The identified asset should be physically distinct or represent substantially all of the capacity of the asset, and should provide the Corporation with the right to substantially all of the economic benefits from the use of the asset. 16 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 Judgements are made by the Corporation in determining the incremental borrowing rate used to measure the lease liability for each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate that the Corporation would have to pay to borrow at a similar term and with a similar security. Income (loss) on completion of contracts To estimate income (loss) on completion, the Corporation takes into account factors inherent to the contract by using historical and/or forecast data. Repayable government grants The forecast repayment of grants received from government authorities is based on future sales. As the forecast repayments are closely related to forecasts of future sales set out in business plans prepared by the operating divisions, the estimates and assumptions underlying these business plans are instrumental in determining the timing of these repayments. Employee benefits The Corporation considers a number of factors in developing the pension assumptions, including an evaluation of relevant discount rates, plan asset allocations, mortality, expected changes in wages and retirement benefits, analysis of current market conditions, economic benefits available and input from actuaries and other consultants. Costs of the programs are based on actuarially determined amounts and are accrued over the period from the date of hire to the full eligibility date of employees who are expected to qualify for these benefits. 12. CHANGES IN ACCOUNTING POLICIES A description of accounting standards adopted in 2021 The Corporation has adopted the following new and amended standards in 2021. Interbank Offered Rate (“IBOR”) Reform In August 2020, the IASB published amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement, IFRS 7, Financial Instruments: Disclosures, IFRS 4, Insurance Contracts and IFRS 16, Leases. The amendments address issues that arise from implementation of IBOR reform, where IBORs are replaced with alternative benchmark rates. For financial instruments at amortized cost, the amendments introduce a practical expedient such that if a change in the contractual cash flows is as a result of IBOR reform and occurs on an economically equivalent basis, the change will be accounted for by updating the effective interest rate with no immediate gain or loss recognized. The amendments also provide additional temporary relief from applying specific IAS 39, hedge accounting requirements to hedging relationships affected by IBOR reform. The adoption did not have a material impact on the Corporation’s financial results. 13. CONTROLS AND PROCEDURES A description of Magellan’s disclosure controls and internal controls over financial reporting Based on the current Canadian Securities Administrators (the “CSA”) rules under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, the Chief Executive Officer and Chief Financial Officer are required to certify as at December 31, 2021 that they are responsible for establishing and maintaining, and have assessed the design and operating effectiveness of disclosure controls and procedures and internal control over financial reporting. Management does not expect disclosure controls and procedures and internal control over financial reporting to prevent all errors, misstatements or fraud. In addition, internal control over financial reporting that management has designed and established may be circumvented and rendered ineffective as a result of unauthorized acts of individuals through collusion or management override. A system of control, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that control objectives are met. Due to the inherent limitations in a system of control, there is no absolute assurance that all controls issues, which may result in errors, misstatements, or fraud, can be prevented or detected. The inherent limitations include, amongst other things: (i) management’s assumptions and judgements could ultimately prove to be 17 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 incorrect under varying conditions and circumstances; (ii) the impact of isolated errors; (iii) assumptions about the likelihood of future events. In preparation for this certification, Magellan has dedicated resources in place to document and evaluate the design and operating effectiveness of disclosure controls and procedures and internal control over financial reporting. As of December 31, 2021, an evaluation was carried out, under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and internal controls over financial reporting, as those terms are defined in National Instrument 52-109. Based on that evaluation, the Corporation’s management concluded that the Corporation’s design and operating disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2021. No changes were made in the Corporation’s internal control over financial reporting during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Additional information relating to Magellan Aerospace Corporation, including the Corporation’s Annual Information Form is on SEDAR at www.sedar.com. 18 MAGELLAN 2021 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2021 MANAGEMENT’S REPORT December 31, 2021 To the shareholders of Magellan Aerospace Corporation The consolidated financial statements of Magellan Aerospace Corporation were prepared by management in accordance with International Financial Reporting Standards. The financial and operating information presented in this annual report is consistent with that shown in the consolidated financial statements. Management maintains a system of internal controls to provide reasonable assurance that all assets are safeguarded and to facilitate the preparation of relevant, reliable and timely financial information. External auditors appointed by the shareholders have examined the consolidated financial statements. The Audit Committee, consisting of non-management directors, has reviewed these consolidated financial statements with management and the auditors and has reported to the Board of Directors. The Board of Directors approved the consolidated financial statements. Phillip C. Underwood President and Chief Executive Officer March 17, 2022 Elena M. Milantoni Chief Financial Officer 19 MAGELLAN 2021 ANNUAL REPORT INDEPENDENT AUDITORS’ REPORT December 31, 2021 To the Shareholders of Magellan Aerospace Corporation Opinion We have audited the consolidated financial statements of Magellan Aerospace Corporation and its subsidiaries (the Group), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, and the consolidated statements of (loss) income and comprehensive income (loss), consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the 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 consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated 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 Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our 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. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. 20 MAGELLAN 2021 ANNUAL REPORT Key Audit Matter Recognition of revenues on over time contracts How our audit addressed the key audit matter As detailed in Note 24 of the consolidated financial statements, a significant portion of the Group’s revenues are derived from over time contracts, specifically $307 million. The Group recognizes revenue for over time contracts using the input method, which recognizes revenue as performance of the contract progresses, measured by reference to the proportion of total expected costs to complete the contracts. The level of total expected costs to be incurred on each contract is estimated by the Group and includes certain significant judgements for those contracts open greater than one year that can have a material impact on the amount of revenue recognized in a reporting period as contracts run over several accounting periods. These significant judgements include those related to estimated future labour, materials and overhead costs for long-term contracts open at year-end. These judgements are subjective in nature and dependent on the complexity and status of the related contract as of the period end date. We evaluated the contract judgements and estimates made by the Group in relation to the estimated costs to be incurred. For a sample of long-term contracts open at year-end, we performed the following audit procedures, among others: — Evaluated contractual arrangements, including pricing and billing terms, change orders and terms and conditions impacting revenue recognition, if any; — Obtained an understanding of the projects’ performance throughout the year and at year-end through inquiries with project managers from the contract project team; Evaluated the reasonableness of management’s assumptions for estimated costs to complete by comparing the key inputs in the initial budget with actual costs, and assessed trends based on our knowledge of similar projects; — — Evaluated the reasonableness of management’s historical assumptions of estimated costs to complete by comparing previous cost estimation forecasts to actual results; — Obtained management’s calculation for estimated costs to complete, and agreed the costs to subsequently executed purchase orders or external price quotes; and Evaluated the appropriateness of accumulated costs related to claims and unapproved change orders that can result in additional charges or changes to contract revenues. — We also assessed the adequacy of the related disclosures in the consolidated financial statements. 21 MAGELLAN 2021 ANNUAL REPORT INDEPENDENT AUDITORS’ REPORT December 31, 2021Key Audit Matter Recoverability of Goodwill How our audit addressed the key audit matter As detailed in Note 10 of the consolidated financial statements, the Group has a goodwill balance of $22 million. The Group holds a significant amount of goodwill relating to the United Kingdom and United States of America acquisitions. As described in Note 1 of the consolidated financial statements, the Group uses a discounted cash flow model to determine the recoverable amount for each impairment test on each of the two cash-generating units (“CGUs”) which contain goodwill. The estimated recoverable amounts are subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows, more specifically surrounding future sales, growth rates, future operating expenditures, and discount rates. We evaluated the estimates made by the Group in relation to the recoverability of goodwill. We considered the Group’s procedures used to develop the forecasts of each CGU’s discounted cash flow model compared to the requirements within IAS 36, Impairment of Assets. We performed the following audit procedures to evaluate those cash flows, among others: — Compared the prior year expected future cash flows to the actual results to assess the Group’s budgeting process; — Compared assumptions on the future sales and growth rates in the forecasts to publicly available information such as trends in the Aerospace & Defense industry and publicly available information from the Group’s key customers; — Reviewed available signed contracts to corroborate future — sales forecasts; Assessed reasonableness of expenditures by performing an analysis of the forecasted future operating expenditures as compared to actual expenditures incurred and feasibility of any cost reduction plans to be implemented; and — To the extent available subsequent to year-end, determined whether actual product sales patterns aligned with estimates used by management to establish the forecast. With the assistance of our valuations specialists, we evaluated the Company’s impairment models, valuation methodology, and certain significant assumptions, including the pre-tax discount rates by comparing to externally derived data, such as bond yields and inflation statistics. We also assessed the adequacy of the related disclosures in the consolidated financial statements. 22 MAGELLAN 2021 ANNUAL REPORT INDEPENDENT AUDITORS’ REPORT December 31, 2021Other information Management is responsible for the other information. The other information comprises: — Management’s Discussion and Analysis — The information, other than the consolidated financial statements and our auditor’s report thereon, in the Annual Report. 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, 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 & Analysis and the Annual Report prior to the date of this auditor’s report. If, based on the work we have performed, 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 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 Group’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 Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’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 eco- nomic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement 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 ap- propriate 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 Group’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 Group’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 Group to cease to continue as a going concern. 23 MAGELLAN 2021 ANNUAL REPORT INDEPENDENT AUDITORS’ REPORT December 31, 2021— 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. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most signifi- cance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor’s report is Ashraf Zineldin. Toronto, Canada March 17, 2022 24 MAGELLAN 2021 ANNUAL REPORT INDEPENDENT AUDITORS’ REPORT December 31, 2021CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in thousands of Canadian dollars Notes December 31 2021 December 31 2020 3 4 5 6 x x 7 8 9 10 10 11, 23 19 x x 5, 13 14,15, 22 x 14 15 16, 22 17, 23 19 x 20 29 x x x 32,482 164,234 66,337 208,577 9,664 481,294 396,845 34,389 1,659 47,772 21,792 11,587 8,480 522,524 1,003,818 123,382 10,266 133,648 2,755 30,644 24,101 7,223 39,623 104,346 252,342 2,044 13,565 479,965 14,531 762,447 3,377 1,003,818 113,938 114,404 70,388 213,120 12,915 524,765 420,340 40,098 2,127 55,155 21,982 7,301 834 547,837 1,072,602 114,706 50,098 164,804 4,865 35,222 24,984 21,539 35,309 121,919 252,342 2,044 13,565 492,681 21,870 782,502 3,377 1,072,602 Current assets Cash Trade and other receivables Contract assets Inventories Prepaid expenses and other Non-current assets Property, plant and equipment Right-of-use assets Investment properties Intangible assets Goodwill Other assets Deferred tax assets Total assets Current liabilities Accounts payable, accrued liabilities and provisions Debt due within one year Non-current liabilities Long-term debt Lease liabilities Borrowings subject to specific conditions Other long-term liabilities and provisions Deferred tax liabilities Equity Share capital Contributed surplus Other paid in capital Retained earnings Accumulated other comprehensive income Equity attributable to equity holders of the Corporation Non-controlling interest Total liabilities and equity See accompanying notes to the consolidated financial statements x x x x 25 MAGELLAN 2021 ANNUAL REPORT CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE (LOSS) INCOME Expressed in thousands of Canadian dollars, except per share amounts Notes Years ended December 31 2020 2021 Revenues Cost of revenues Gross profit Administrative and general expenses Restructuring Goodwill impairment Other Income before interest and income taxes Interest Income before income taxes Income taxes Current Deferred Net (loss) income Other comprehensive income (loss) Other comprehensive loss that may be reclassified to profit and loss in subsequent periods: Foreign currency translation Items not to be reclassified to profit and loss in subsequent periods: Actuarial income (loss) on defined benefit pension plans, net of tax Comprehensive income (loss) Net (loss) income per share Basic Diluted See accompanying notes to the consolidated financial statements XX 24 25 26 27 10, 27 11 X 28 X 19 19 X 29 19, 23 X 20 20 688,358 640,028 48,330 44,559 2,182 – (3,175) 4,764 2,895 1,869 8,898 (6,052) 2,846 (977) 744,414 647,923 96,491 52,075 12,537 12,046 1,083 18,750 4,358 14,392 7,140 3,939 11,079 3,313 (7,339) (3,669) 12,508 4,192 (0.02) (0.02) (1,862) (2,218) 0.06 0.06 26 MAGELLAN 2021 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Expressed in thousands of Canadian dollars X Sharei capitali Contributed surplus Other paid in capital Retainedix earningsix Foreignx currencyx translationx Non- controlling interest Totalx Totali equityi Attributable to equity holders of the Corporation – – – – 3,377 815,876 3,313 (5,531) (3,407) (24,372) 3,377 785,879 (977) 5,169 (24,247) 3,377 765,824 – – – December 31, 2019 Net income Other comprehensive loss Common share repurchase Common share dividend December 31, 2020 Net loss Other comprehensive income (loss) Common share dividend December 31, 2021 See accompanying notes to the consolidated financial statements 254,440 – – (2,098) – 252,342 – – – 252,342 2,044 – – – – 2,044 – – – 2,044 13,565 – – – – 13,565 – – – 13,565 516,911 3,313 (1,862) (1,309) (24,372) 492,681 (977) 12,508 (24,247) 479,965 25,539 – (3,669) – – 21,870 – (7,339) – 14,531 812,499 3,313 (5,531) (3,407) (24,372) 782,502 (977) 5,169 (24,247) 762,447 27 MAGELLAN 2021 ANNUAL REPORT Notes Years ended December 31 2020 2021 (977) 3,313 7, 8, 10 10, 27 7 27 23 28 19 11 31 x 7 7 x x 18 14, 18 15, 18 17, 18 16, 18 20 20 20 X X 51,892 – 336 (608) – 585 2,604 (7,555) 6 (33,757) 12,526 (17,675) 509 1,000 (4,638) (20,804) (39,441) (1,516) (6,707) 6 (1,104) – (24,247) (73,009) (81,287) 113,938 (169) 32,482 57,103 12,046 117 – 5,227 (282) 3,129 3,545 17 21,755 105,970 (24,575) 177 – (1,417) (25,815) 285 (754) (6,970) (545) 37 (3,407) (24,372) (35,726) 44,429 69,637 (128) 113,938 CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in thousands of Canadian dollars X Cash flow from operating activities Net (loss) income Amortization/depreciation of intangible assets, right-of-use assets and property, plant and equipment Impairment of goodwill Loss on disposal of property, plant and equipment Gain on disposal of investment properties Restructuring Increase (decrease) in defined benefit plans Accretion of financial liabilities Deferred taxes Loss on investment in joint venture Change in non-cash working capital Net cash provided by operating activities Cash flow from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment properties Increase in intangible and other assets Net cash used in investing activities Cash flow from financing activities (Decrease) increase in debt due within one year Decrease in long-term debt Lease liability payments Increase (decrease) in long-term liabilities and provisions (Decrease) increase in borrowings, net Share repurchase Common share dividend Net cash used in financing activities (Decrease) increase in cash during the year Cash at beginning of the year Effect of exchange rate differences Cash at end of the year See accompanying notes to the consolidated financial statements 28 MAGELLAN 2021 ANNUAL REPORT 1. SIGNIFICANT ACCOUNTING POLICIES Description of Business Magellan Aerospace Corporation (the “Corporation” or “Magellan”) is a publicly listed company incorporated in Ontario, Canada under the Ontario Business Corporations Act and its shares are listed on the Toronto Stock Exchange. The registered and head office of the Corporation is located at 3160 Derry Road East, Mississauga, Ontario, Canada, L4T 1A9. The Corporation is a diversified supplier of components to the aerospace industry. Through its wholly owned subsidiaries, Magellan engineers and manufactures aeroengine and aerostructure components for aerospace markets, including advanced products for defence and space markets, and complementary specialty products. The Corporation also supports the aftermarket through the supply of spare parts as well as through repair and overhaul services. Statement of Compliance These consolidated financial statements are prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were authorized for issuance by the Board of Directors of the Corporation on March 17, 2022. Basis of Presentation The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. These consolidated financial statements have been prepared using IFRS principles applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due. All amounts are presented in Canadian dollars, unless otherwise indicated. The Corporation’s significant accounting policies are set out below. These accounting policies have been applied consistently to all periods presented in these consolidated financial statements and by all entities. Basis of Consolidation The consolidated financial statements of the Corporation include the assets and liabilities, and the results of operations and cash flows of the Corporation and its subsidiaries and the Corporation’s interest in its joint ventures. The consolidated financial statements of entities have a reporting date of December 31. Entities over which the Corporation has control are accounted for as subsidiaries. Control is achieved when the Corporation is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Where the Corporation has the ability to exercise joint control, the entities are accounted for as joint ventures and are incorporated into the consolidated financial statements using the equity method of accounting. Interests acquired in entities are consolidated from the date the Corporation acquires control and interests sold are de-consolidated from the date control ceases. Wholly owned operating subsidiaries of the Corporation are: – Magellan Aerospace Limited – Magellan Aerospace (UK) Limited – Magellan Aerospace USA, Inc. The effects of intragroup transactions are eliminated. Trade receivables and accounts payable as well as expenses and income between the consolidated entities are netted. Internal sales are transacted on the basis of market prices and intragroup profits and losses are eliminated. Determination of Fair Value Fair value is determined based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is measured using the assumptions that market participants would use when pricing an asset or liability. Fair value is determined by using quoted prices in active markets for identical or similar assets or liabilities. When quoted prices in active markets are not available, fair value is determined using valuation techniques that maximize the use of observable inputs. 29 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT When observable valuation inputs are not available, significant judgement is required to determine fair value by assessing the valuation techniques and valuation inputs. The use of alternative valuation techniques or valuation inputs may result in a different fair value. Foreign Currency Translation The consolidated financial statements are presented in Canadian dollars, which is the Corporation’s functional currency. Foreign currency denominated monetary assets and liabilities are translated at the rates of exchange at the statement of financial position date. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at that date, whereas non-monetary items measured at historic cost, are translated using the exchange rate prevailing on the transaction date. Translation gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in income. Assets and liabilities of foreign operations that have a functional currency different from the presentation currency are translated using the closing exchange rate prevailing at the reporting date and revenues and expenses at average exchange rates during the period. Translation gains and losses on currency translation are recognized as a separate component of equity in other accumulated comprehensive income and do not have any impact on the net (loss) income for the year. Segment Reporting Management has determined the operating segments based on information regularly reviewed for the purposes of decision making, allocating resources and assessing performance by the Corporation’s chief operating decision makers. The Corporation evaluates the financial performance of its operating segments primarily based on net income before interest and income taxes. Revenue Recognition Revenue is primarily comprised of sales of goods and rendering of services and recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Corporation expects to be entitled in exchange for those goods or services. The Corporation’s revenue recognition methodology is determined on a contract-by-contract basis. Performance Obligation A performance obligation is a contractual promise with a customer to transfer a distinct good or service and is the unit of account for revenue recognition. The Corporation accounts for a contract with customers when it has approval and commitment from both parties, each party’s rights have been identified, payment terms are defined, the contract has commercial substance and collection is probable. The Corporation is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer. A contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price includes, among other things and when applicable, an estimate of variable consideration to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur at the time when the uncertainty associated with the variable consideration is resolved. Variable consideration is usually derived from sales incentives, in the form of discounts or volume rebates. The estimation of variable consideration is largely based on the assessment of the Corporation’s historical, current and forecasted information that is reasonably available. For contracts with multiple performance obligations, the contract transaction price, including variable consideration when applicable, is allocated based on the estimated relative stand-alone price of the promised goods or services underlying each performance obligation. The Corporation generally uses the expected cost plus a margin approach to estimate the stand-alone selling price of each performance obligation when a stand-alone selling price is not directly observable. The Corporation’s performance obligations are satisfied over time or at a point in time. 30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Revenues from sale of goods are recognized over time when the Corporation’s performance does not create an asset with alternative use and the Corporation has an enforceable right to payment for performance completed to date. The Corporation recognizes revenue over time using the cost-to-cost input method, which recognizes revenue as performance of the contract progresses. Contracts that do not meet the criteria for over time recognition are recognized at a point in time when the goods are dispatched or made available to the customer. The sale of consignment products are recognized on notification that the product has been used. Revenues from rendering services are recognized over time as customers simultaneously receive and consume the benefits provided by the Corporation. The Corporation recognizes revenues for repair and overhaul services using the cost-to-cost input method as the basis for measuring the progress on the contract. Other revenues are recognized at a point in time or over time as performance obligations are satisfied, depending on the nature of the contract. The Corporation typically provides warranties for general repairs of defects that existed at the time of sale, as required by law. These assurance-type warranties are not separate performance obligations and are accounted for under IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Contract Balances Contract assets include unbilled amounts when over time method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of advance payments and deferred revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Advance payments are classified as current or non-current based on the timing of when revenue is expected to be recognized. The current portion of contract liabilities is included in accounts payable and accrued liabilities and provisions and the non-current portion is included in other long-term liabilities and provisions in the consolidated statement of financial position. Cost of Revenues Cost of revenues consists of production-related manufacturing costs of products sold, development services paid, and the cost of products purchased for resale. In addition to the direct material cost and production costs, it also comprises systematically allocated overheads, including depreciation of production-related property, plant and equipment, and intangible assets, write- downs on inventories and an appropriate portion of production-related administrative overheads. Government Grants Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attached to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. Grants relating to expenditure on property, plant and equipment and on intangible assets are deducted from the carrying amount of the asset. The grant is therefore recognized as income over the life of the depreciable asset by way of a reduced depreciation charge. Repayable grants are treated as sources of financing and are recognized in borrowings subject to specific conditions in the consolidated statements of financial position. Repayments made are recorded as a reduction of the liability. Government Assistance Government assistance is comprised of investment tax credits and scientific research and experimental development tax credits. These credits are recognized when there is reasonable assurance of their recovery using the cost reduction method. Investment tax credits are subject to the customary approvals by the pertinent tax authorities. Adjustments required, if any, are reflected in the year when such assessments are received. Employee Benefits Defined benefit plans The Corporation’s obligation in respect of defined benefit plans is determined periodically by independent actuaries using the projected unit credit method in accordance with IAS 19, Employee Benefits. Actuarial gains and losses are recognized in full 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT in the period in which they occur, and are recognized in other comprehensive income and immediately transferred to retained earnings. Past service cost is recognized immediately to the extent the benefits are already vested, or otherwise is recognized on a straight-line basis over the average period until the benefits become vested. Curtailments due to the significant reduction of the expected years of future services of current employees or the elimination of the accrual of defined benefits for some or all of the future services for a significant number of employees are recognized immediately as a gain or loss in the consolidated statements of (loss) income. The defined benefit surplus or deficit represents the fair value of the plan assets less the present value of the defined benefit obligations. The recognition of a surplus has been limited to the present value of any economic benefits available in the form of reductions in future contributions to the plan, based on the plan’s current funded status, the most recently filed actuarial report, and applicable pension legislation. Where a past service minimum funding requirement exists in a plan, an additional liability could arise for a plan, depending on the economic benefit available. A deficit is generally recognized in full. Defined contribution plans Obligations for contributions to defined contribution plans are recognized as an expense in the consolidated statements of (loss) income as incurred. Share-based compensation The fair value of awards made under share-based compensation plans is measured at the grant date and allocated over the vesting period, based on the best available estimate of the number of share options expected to vest, in the consolidated statements of (loss) income with a corresponding increase in equity. The fair value is measured using an appropriate valuation model taking into account the terms and conditions of the individual plans. The amount recognized as an expense is adjusted to reflect the actual awards vesting except where any change in the awards vesting relates only to market-based criteria not being achieved. The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model, taking into account the terms and conditions upon which the share awards were granted. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized in the consolidated statements of (loss) income. Taxation The tax charge for the period consists of both current and deferred income tax. Taxation is recognized as a charge or credit in the consolidated statements of (loss) income except to the extent that it relates to items recognized directly to equity in which case the related tax is also recognized in equity. Current income tax is the expected tax payable on the taxable income for the year and any adjustment to tax payable in respect of previous years. Deferred tax assets and liabilities are established using the balance sheet liability method, providing for temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible timing differences can be utilized. Deferred tax liabilities are not recognized for temporary differences arising on investment in subsidiaries where the Corporation is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is calculated at the enacted or substantively enacted tax rates that are expected to apply in the period when the liability is settled or the asset is realized. Deferred income tax assets and liabilities are only offset where they arise within the same entity and tax jurisdiction. Deferred income tax assets and liabilities are presented as non-current. 32 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Net Income per Share Net income per share is calculated based on the profit for the financial year and the weighted average number of common shares outstanding during the year. Diluted net income per share is calculated using the profit for the financial year adjusted for the effect of any dilutive instruments and the weighted average diluted number of shares (ignoring any potential common shares issued which would be anti-dilutive) during the year. Inventories Inventory is stated at the lower of average cost and net realizable value. The unit cost method is the prescribed cost method under which the actual production costs are charged to each unit produced and recognized to income as the unit is sold. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage or declining selling prices. When circumstances that previously caused inventories to be written down below cost no longer exist, the amount of the write-down previously recorded is reversed. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation and any impairment in value. Cost includes the purchase price (after deducting trade discounts and rebates), any directly attributable costs of bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the estimate of the present value of the costs of dismantling and removing the item and restoring the site. Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Corporation and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The cost of the day-to-day servicing of property, plant and equipment are recognized in the consolidated statements of (loss) income as incurred. Depreciation is calculated using the straight-line method to allocate the cost of property, plant and equipment to their residual values over their estimated useful lives. Scheduled depreciation is based on the following useful lives: Assets Buildings Machinery and equipment Tooling Leasehold improvements in years 40 10-20 5-7 term of lease The residual values, useful lives and depreciation methods pertaining to property, plant and equipment are regularly assessed for relevance, at least at every statement of financial position date, and adjustments are made when necessary. An asset’s carrying value is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. These impairment losses are recognized in the consolidated statements of (loss) income. Following the recognition of an impairment loss, the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over the remaining useful life. Investment Properties Investment property is property held to earn rental income and/or for capital appreciation rather than for the purpose of the Corporation’s operating activities. Investment property assets are carried at cost less accumulated depreciation and any recognized impairment in value. The depreciation policies for investment property are consistent with those described for property, plant and equipment. Intangible Assets Externally acquired and internally generated intangible assets are recognized only if they meet strict criteria, relating in particular to technical feasibility, probability that a future economic benefit associated with the asset will flow to the entity and the cost of the asset can be measured reliably. Expenditure on research activities is recognized as an expense in the period in which it is incurred. 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Intangible assets with a finite useful life are stated at cost and amortized on a unit of production basis. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in the consolidated statements of (loss) income when the asset is de-recognized. Leases At inception of a contract, the Corporation assesses whether the contract is, or contains, a lease. A contract is a lease if the contract conveys the right to control the use of an identified asset. Leases with a term of twelve months or less are not recorded by the Corporation on the consolidated statements of financial position. Lessee accounting The Corporation records a right-of-use asset and a lease liability at the lease commencement date based on the present value of the future lease payments over the lease term. The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. After the commencement date, the lease liability shall be remeasured to reflect changes to the lease payments. Variable lease payments that depend on an index or a rate are included in the measurement of the lease liability when information is available. The right-of-use asset is typically depreciated on a straight-line basis over the lease term, unless the Corporation expects to obtain ownership of the leased asset at the end of the lease. Certain of the Corporation’s leases contain extension or renewal options. At lease commencement, the Corporation assesses whether it will be reasonably certain to exercise any of the extension options based on its expected economic return from the lease. The Corporation periodically reassesses whether it will be reasonably certain to exercise the options and accounts for any changes at the date of reassessment. Lessor accounting When the Corporation acts as a lessor, it assesses at lease inception whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset. If it does, the lease is a finance lease, if not, it is an operating lease. Business Combinations and Goodwill The Corporation accounts for business combinations using the acquisition method, under which the acquirer measures the cost of the business combination as the total of the fair values, at the date of exchange, of the assets transferred, liabilities incurred and equity instruments issued by the acquirer in exchange for control of the acquiree. Goodwill is measured as the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (generally the fair value) of the identifiable assets and liabilities assumed, measured as at the acquisition date. The primary items that generate goodwill include the value of the synergies between the acquired company and the Corporation and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is assigned to one or more cash-generating units (“CGU”) on the date of acquisition. Acquisition- related expenses and post-acquisition restructuring costs are recognized separately from the business combination and are expensed as incurred. Impairment of Non-Financial Assets The carrying amounts of the Corporation’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset or its CGUs recoverable amount is estimated. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Non-financial assets that have an indefinite useful life such as goodwill and certain intangible assets, are not subject to amortization and are therefore tested annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. 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 or CGU. For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the CGU, or the group of CGUs, that is expected 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT to benefit from the synergies of the combination. Each CGU or group of CGUs to which goodwill is allocated must represent the lowest level at which the goodwill is monitored for internal management purposes and must not be, before allocating the goodwill, larger than an operating segment. The Corporation’s corporate assets do not generate separate cash inflows and are utilized by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. Impairment losses are recognized in net income. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs, and then to reduce the carrying amounts of the other assets in the CGU or group of CGUs on a pro rata basis of the carrying amount of each asset of the CGU that is subject to the impairment test. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Financial Instruments The Corporation recognizes financial assets and financial liabilities (“financial instruments”) on the date the Corporation becomes a party to the contractual provisions of the instruments. A financial asset is derecognized either when the Corporation has transferred substantially all the risks and rewards of ownership of the financial asset or when cash flows expire. A financial liability is derecognized when the obligation specified in the contract is discharged, canceled or expired. The Corporation’s financial instruments include cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities, lease liabilities, bank indebtedness, long-term debt, borrowings subject to specific conditions, and other non-derivative and derivative financial assets and liabilities. The classifications of financial instruments are typically determined at the time of initial recognition and are recognized at fair value, plus attributable transaction costs where applicable. Subsequent to initial recognition, financial instruments are classified and measured as described below. Financial assets at fair value through profit or loss Cash and cash equivalents and derivatives instruments are classified as financial assets at fair value through profit or loss and are measured at fair value. Cash equivalents are short-term investments with initial maturities of three months or less. The Corporation manages its foreign currency and interest rate exposures through the use of derivative financial instruments. The Corporation’s policy is not to utilize derivative instruments for trading or speculative purposes. The Corporation’s derivative contracts are not designated as hedges and as a result are presented on the consolidated statements of financial position as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The unrealized gains or losses related to changes in fair value are reported in other expense (income) on the consolidated statements of (loss) income. Transaction costs incurred to acquire financial instruments are included in the underlying balance. Financial instruments carried at amortized cost Financial instruments in this category include trade and other receivables, accounts payable and accrued liabilities, bank indebtedness, borrowing subject to specific conditions, lease liabilities and long-term debt. Financial instruments are recorded initially at fair value and, in the case of financial assets and liabilities carried at amortized cost, adjusted for directly attributable transaction costs. Trade and other receivables include originated non-derivative financial assets with fixed or determined payments that are not quoted in an active market and are subsequently measured at amortized cost and is computed using the effective interest method less any allowance for impairment. Accounts payables and accrued liabilities, bank indebtedness, borrowing subject to specific conditions, finance lease liabilities and long-term debt are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees. The effective interest rate accretion is included as finance costs in the consolidated statements of (loss) income. 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Impairment The expected credit loss impairment model applies to financial assets carried at amortized costs. The model uses a dual measurement approach, under which the loss allowance is measured as either 12 month expected credit losses or at the lifetime expected credit losses. The Corporation applies the simplified approach and records lifetime expected losses on accounts receivables and contract assets based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. If in a subsequent year, the amount of the estimated impairment loss increases or decreases due to an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or decreased by adjusting the carrying value of the financial assets. If a past write-off is later recovered, the recovery is recognized in the consolidated statements of (loss) income. Provisions A provision is recognized when there is a present legal or constructive obligation, as a result of a past event, which is more likely than not to result in an outflow of economic benefits and where a reliable estimate of the amount of the obligation can be made. If the effect is material, the provision is determined by discounting the expected future cash flows at a pre-tax risk-free rate and, where appropriate, the risks specific to the liability. A provision for onerous contracts is recognized when the expected benefits to be derived from the contracts are less than the related unavoidable costs of meeting its obligations under the contract. Such provisions are recorded as write-downs of work-in-progress for that portion of the work which has already been completed, and as liability provisions for the remainder. Share Capital Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any income taxes. Estimates, Assumptions and Judgements The preparation of consolidated financial statements requires management to make critical judgements, estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses recorded during the reporting period. The critical estimates and judgements utilized in preparing the Corporation’s consolidated financial statements affect the assessment of net recoverable amounts, net realizable values and fair values, depreciation and amortization rates and useful lives, value of intangible assets, ability to utilize tax losses and other tax measurements, determination of functional currency, determination of the degree of control that exists in determining the corresponding accounting basis, and the selection of accounting policies. Any changes in estimates and assumptions could have a material impact on the Corporation’s future income and/or the amounts reported in its statement of financial position. The Corporation reviews its estimates and assumptions on an ongoing basis and uses the most current information available and exercises careful judgement in making these estimates and assumptions. The outbreak of the novel strain of coronavirus “COVID-19” resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a material disruption to businesses globally resulting in an economic slowdown and decreased demand in the aerospace industry. The introduction of vaccines has led to optimism; however, the situation continues to evolve (including the prevalence of virus variants). The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions, the Corporation’s business continuity plan and other mitigating measures. In addition, the recent escalation in conflict between Russia and Ukraine (“Conflict”) and the resulting imposition of sanctions and counter sanctions have disrupted supply chains and caused instability in the global economy. The short and long-term implications of the Conflict are difficult to predict at this time. The ongoing Conflict could result in the imposition of future economic sanctions, which may have a greater adverse effect on economic markets and could result in an even greater impact related to global supply and pricing of electricity and materials. 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 pandemic and Conflict may materially and adversely affect the Corporation’s operations, financial results and condition in future periods are also subject to significant uncertainty. Therefore, uncertainty about judgements, estimates and assumptions made by management during the preparation of the Corporation’s consolidated financial statements related to potential impacts of the COVID-19 pandemic and Conflict on revenue, expenses, assets, liabilities, and note disclosures could result in a material adjustment to the carrying value of the asset or liability affected. The main assumptions and estimates that were used in preparing the Corporation’s consolidated financial statements relate to: Financial instruments The valuation of the Corporation’s derivative instruments and certain other financial instruments requires estimation of the fair value of each instrument at the reporting date. Details of the basis on which fair value is estimated are provided in note 22 to the consolidated financial statements. Impairments The recoverable amount of goodwill, intangible assets and property, plant and equipment is based on estimates and assumptions regarding the expected market outlook and cash flows from each CGU or group of CGUs. In order to estimate the fair value of indefinite-lived intangible assets and goodwill resulting from business combinations, the Corporation typically estimates future revenue, considers market factors and estimates future cash flows. Based on these key assumptions, judgements and estimates, the Corporation determines whether to record an impairment charge to reduce the value of the asset carried on the consolidated statements of financial position to its estimated fair value. Assumptions, judgements and estimates about future values are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Corporation’s business strategy or internal forecasts. Although the Corporation believes the assumptions, judgements and estimates made in the past have been reasonable and appropriate, different assumptions, judgements and estimates could materially affect the Corporation’s reported financial results. Deferred taxes Income taxes are determined based on estimates of the Corporation’s current income taxes and estimates of deferred income taxes resulting from temporary differences. Deferred tax assets are assessed to determine the likelihood that they will be realized from future taxable income before they expire. Government assistance Investment tax credits and scientific research and experimental development tax credits are determined based on estimates of the Corporation’s current year expenditures on qualifying programs. The investment tax credits are assessed to determine the likelihood that they will be applied against federal income taxes. Capitalization of development costs When capitalizing development costs the Corporation must assess the technical and commercial feasibility of the projects and estimate the useful lives of resulting products. Determining whether future economic benefits will flow from the assets and therefore the estimates and assumptions associated with these calculations are instrumental in (i) deciding whether project costs can be capitalized, and (ii) accurately calculating the useful life of the projects for the Corporation. Leases The Corporation determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend or terminate the lease. The lease term is estimated by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise the termination option. Both qualitative and quantitative assumptions are considered when deriving the value of the economic incentive. The Corporation makes judgements in determining whether a contract contains an identified asset. The identified asset should be physically distinct or represent substantially all of the capacity of the asset, and should provide the Corporation with the right to substantially all of the economic benefits from the use of the asset. 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Judgements are made by the Corporation in determining the incremental borrowing rate used to measure the lease liability for each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate that the Corporation would have to pay to borrow at a similar term and with a similar security. Income (loss) on completion of contracts To estimate income (loss) on completion, the Corporation takes into account factors inherent to the contract by using historical and/or forecast data. Repayable government grants The forecast repayment of grants received from government authorities is based on future sales. As the forecast repayments are closely related to forecasts of future sales set out in business plans prepared by the operating divisions, the estimates and assumptions underlying these business plans are instrumental in determining the timing of these repayments. Employee benefits The Corporation considers a number of factors in developing the pension assumptions, including an evaluation of relevant discount rates, plan asset allocations, mortality, expected changes in wages and retirement benefits, analysis of current market conditions, economic benefits available and input from actuaries and other consultants. Costs of the programs are based on actuarially determined amounts and are accrued over the period from the date of hire to the full eligibility date of employees who are expected to qualify for these benefits. 2. NEW AND AMENDED INTERNATIONAL FINANCIAL REPORATING STANDARDS New and Amended International Financial Reporting Standards Adopted in 2021 The Corporation has adopted the following new and amended standards in the current year. Interbank Offered Rate (“IBOR”) Reform In August 2020, the IASB published amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement, IFRS 7, Financial Instruments: Disclosures, IFRS 4, Insurance Contracts and IFRS 16, Leases. The amendments address issues that arise from implementation of IBOR reform, where IBORs are replaced with alternative benchmark rates. For financial instruments at amortized cost, the amendments introduce a practical expedient such that if a change in the contractual cash flows is as a result of IBOR reform and occurs on an economically equivalent basis, the change will be accounted for by updating the effective interest rate with no immediate gain or loss recognized. The amendments also provide additional temporary relief from applying specific IAS 39, hedge accounting requirements to hedging relationships affected by IBOR reform. The adoption did not have a material impact on the Corporation’s financial results. New and Amended International Financial Reporting Standards to be Adopted in 2022 or Later The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Corporation in 2022 or later. Amendments to IAS 1 Presentation of Financial Statements In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements (the “amendments”) to clarify the requirements for classifying liabilities as current or non-current. More specifically, the amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists; management expectations about events after the balance sheet date, for example on whether a covenant will be breached, or whether early settlement will take place, are not relevant; and the amendments clarify the situations that are considered settlement of a liability. The new guidance will be effective for annual periods starting on or after January 1, 2023. The Corporation does not expect these amendments will have an impact on the Corporation’s consolidated financial statements. 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Amendments to IAS 16 Property, Plant and Equipment In May 2020, the IASB issued amendments to IAS 16, Property, Plant and Equipment – Proceeds before Intended Use, regarding proceeds from selling items produced while bringing an asset into the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. The Corporation is currently assessing the potential impact on its consolidated financial statements. Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets In May 2020, the IASB issued amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets, clarifying the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. The Corporation is currently assessing the potential impact on its consolidated financial statements. Amendments to IAS 8 – Definition of Accounting Estimates, In February 2021, the IASB issued amendments to IAS 8, in which it introduces a new definition of ‘accounting estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. The Corporation is currently assessing the potential impact on its consolidated financial statements. Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgements (the PS), in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. The Corporation is currently assessing the potential impact on its consolidated financial statements. Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 In May 2021, the IASB issued amendments to IAS 12, Income Taxes (“IAS 12”), which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. The Corporation is currently assessing the potential impact on its consolidated financial statements. 3. CASH AND CASH EQUIVALENTS Cash on hand Short-term deposits X X December 31 2021 15,821 16,661 32,482 December 31 2020 46,024 67,914 113,938 Bank balances and short-term deposits comprise of cash held by the Corporation on a short-term basis with original maturity of one month or less. The carrying amount of these assets approximates their fair value. 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 4. TRADE AND OTHER RECEIVABLES X Trade receivables Less allowance for doubtful accounts Net trade receivables Other receivables X Aging of trade receivables: December 31 2021 140,715 461 140,254 23,980 164,234 December 31 2020 101,443 535 100,908 13,496 114,404 X December 31, 2020 December 31, 2021 Current 91,467 129,988 Less than 90 days 5,670 8,335 91-181 days 1,842 725 182-365 days 215 358 More than 365 days 2,249 1,309 Total 101,443 140,715 5. CONTRACT BALANCES X Contract assets Contract liabilities [note 13] Net contract balances December 31 2021 December 31 2020 66,337 (17,704) 48,633 70,388 (16,528) 53,860 Contract assets relate to the Corporation’s right to consideration for performance completed under the contract and not invoiced. The contract assets are transferred to trade and other receivables when the right to consideration becomes unconditional. Contract liabilities relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue when the Corporation performs under the contract. Contract liabilities are included in accounts payable, accrued liabilities and provision on the consolidated statement of financial position. Revenue recognized in the period from: X Amounts included in contract liabilities at the beginning of the year 2021 16,528 2020 10,605 6. INVENTORIES X At December 31, 2020 At December 31, 2021 Raw materials 80,502 62,527 Work in progress 99,000 105,058 Finished goods 33,618 40,992 Total 213,120 208,577 The cost of inventories recognized as expense and included in cost of sales for the year ended December 31, 2021 amounted to $630,386 [2020 – $639,561]. During the year ended December 31, 2021, the Corporation recorded an impairment expense related to the write-down of inventory in the amount of $3,032 [2020 – $4,102]. The Corporation also recorded reversals of previous write-downs of inventory in the amount of $774 [2020 – $221] due to the sale of inventory previously provided for. The carrying amount of inventory recorded at net realizable value was $33,985 as at December 31, 2021 [2020 – $27,070], with the remaining inventory recorded at cost. 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 7. PROPERTY, PLANT AND EQUIPMENT Cost At December 31, 2019 Additions Disposals and other Foreign currency translation At December 31, 2020 Additions Disposals and other Foreign currency translation At December 31, 2021 Accumulated depreciation and impairment At December 31, 2019 Depreciation and impairment [note 27] Disposal and other Foreign currency translation At December 31, 2020 Depreciation Disposal and other Foreign currency translation At December 31, 2021 Net book value At December 31, 2020 At December 31, 2021 X LandI BuildingsI Machineryi andi equipmenti Toolingi TotalI 21,433 – – (500) 20,933 3,061 – (142) 23,852 – – – – – – – – – 143,897 1,157 (5,870) (1,199) 137,985 1,089 (33) (929) 138,112 (60,643) (4,699) 5,847 523 (58,972) (4,669) 9 166 (63,466) 679,641 23,051 161 (5,064) 697,789 10,971 (4,205) (4,555) 700,000 (352,429) (34,991) 557 3,561 (383,302) (31,061) 4,214 1,734 (408,415) 55,123 367 (23) (929) 54,538 2,554 59 (173) 56,978 (47,920) (1,575) – 864 (48,631) (1,778) 34 159 (50,216) 900,094 24,575 (5,732) (7,692) 911,245 17,675 (4,179) (5,799) 918,942 (460,992) (41,265) 6,404 4,948 (490,905) (37,508) 4,257 2,059 (522,097) 20,933 23,852 79,013 74,646 314,487 291,585 5,907 6,762 420,340 396,845 Included in the above are assets under construction in the amount of $12,241 [December 31, 2020 – $18,705], which as at December 31, 2021 are not amortized. 8. RIGHT-OF-USE ASSETS At January 1, 2020 Additions Depreciation, disposals and other Foreign currency translation At December 31, 2020 Additions Depreciation, disposals and other Foreign currency translation At December 31, 2021 Machinery,i equipment andi otheri 1,086 555 (279) (4) 1,358 –ii (464) (28) 866 Buildingsi 43,606 – (5,038) 172 38,740 – (4,637) (580) 33,523 Totali 44,692 555 (5,317) 168 40,098 –ii (5,101) (608) 34,389 x 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 9. INVESTMENT PROPERTIES At December 31, 2020 At December 31, 2021 x Accumulatedi depreciation,i disposal,i and impairmenti (7,179) (6,994) Cost 9,306 8,653 Net book value 2,127 1,659 The Corporation’s investment properties consist of land and building. Depreciation expense recognized in relation to the buildings in 2021 was $33 [2020 – $31]. The Corporation recorded rental income from investment properties of $530 in 2021 [2020 – $600]. The fair value of the Corporation’s investment properties was $24,385 [2020 – $21,938] at December 31, 2021. The fair value was determined through the use of the market comparable approach and discounted cash flows approach which are categorized as a Level 3 in the fair value hierarchy. In 2021, the Corporation obtained opinions from external valuators, with experience in the real estate market, on $24,000 of the total fair values of the Corporation’s investment properties. 10. INTANGIBLE ASSETS AND GOODWILL Cost At December 31, 2019 Additions Foreign currency translation At December 31, 2020 Additions Disposal and other Foreign currency translation At December 31, 2021 Amortization and impairment At December 31, 2019 Amortization and impairment Foreign currency translation At December 31, 2020 Amortization Disposal and other Foreign currency translation At December 31, 2021 Net book value At December 31, 2020 At December 31, 2021 Technologyi rightsi Developmenti costsi Otheri intangiblesi X Totali intangiblei assetsi Goodwilli Totali intangiblei assets andi goodwilli 45,172 – (37) 45,135 – – (7) 45,128 (35,089) (1,651) 31 (36,709) (1,799) – 5 (38,503) 131,059 1,282 (419) 131,922 1,124 (1,957) (570) 130,519 (107,487) (8,134) 433 (115,188) (4,189) 682 476 (118,219) 45,004 1,184 212 46,400 1,245 – (587) 47,058 (13,286) (3,072) (47) (16,405) (2,006) – 200 (18,211) 221,235 2,466 (244) 223,457 2,369 (1,957) (1,164) 222,705 (155,862) (12,857) 417 (168,302) (7,994) 682 681 (174,933) 34,137 – 12 34,149 – – (365) 33,784 – (12,046) (121) (12,167) – – 175 (11,992) 255,372 2,466 (232) 257,606 2,369 (1,957) (1,529) 256,489 (155,862) (24,903) 296 (180,469) (7,994) 682 856 (186,925) 8,426 6,625 16,734 12,300 29,995 28,847 55,155 47,772 21,982 21,792 77,137 69,564 Technology rights relate to an agreement which permits the Corporation to manufacture aerospace engine components and share in the revenue generated by the final sale of the engine. The Corporation has certain programs that meet the criteria for deferral and amortization of development costs. Development costs are capitalized for clearly defined, technically feasible technologies which management intends to produce and promote to an identified future market, and for which resources exist or are expected to be available to complete the project. The 42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Corporation records amortization in arriving at the carrying value of deferred development costs once the development activities have been completed and sales of the related product have commenced. The Corporation estimates the intangible assets to be amortized over a period up to 20 years based on units of production. Other intangibles relate to application software, customer lists, brands and technical processes. Application software will be amortized over a 10 year period, customer lists will be amortized over a 5 year period and technical processes will be amortized over a 15 year period. Brands of $8,953 (£5,226) with indefinite useful lives assets are not subject to amortization. As described in note 1, the carrying values of goodwill and intangible assets with indefinite lives are tested for impairment annually. The Corporation’s impairment test for goodwill and intangible assets with indefinite useful lives was based on the recoverable amount determined on its value in use. The key assumptions used to determine the recoverable amount are discussed below. In the assessment of impairment, management used industry guidance, historical data and past experience as the key assumptions in the determination of the recoverable amount of the two CGUs. The value in use was determined based on the present value of the estimated free cash flows for the two CGUs. The cash flow projections, covering a five-year period plus a terminal year, were based on financial projections approved by management using assumptions that reflect the Corporation’s most likely planned course of action, given management’s judgement of the most probable set of economic conditions. The COVID-19 pandemic and its impact on the economy are expected to last several years. These projections are inherently uncertain and continually evolving in an unpredictable manner which present many variables and contingencies for modeling. A discount rate of 11.4% [2020 – 11%] and 9% [2020 – 9%] per annum was used for the two CGUs, respectively, based on management’s best estimate of the Corporation’s weighted average cost of capital adjusted for the risks facing the CGU. Annual growth rate of 2% [2020 – 2%] and 3% [2020 – 3%] was used in the terminal year given the businesses’ anticipated growth. The Corporation completed the annual impairment test on October 1, 2021 and determined the recoverable amount for the two CGUs were higher than the carrying value. If the discount rate for the CGUs increased by 1%, the recoverable amount for both CGUs would be less than the carrying value. In 2020, the Corporation recorded a goodwill impairment loss of $12,046 in the consolidated statements of (loss) income. 11. INVESTMENTS IN JOINT VENTURES The Corporation has interests in a number of individually non-material joint ventures. The Corporation’s joint ventures are private entities that are not listed on any public exchange. All operations are continuing. To support the activities of certain joint ventures, the Corporation and the other investors in the joint ventures have agreed to make additional contributions, in proportion to their interests, to make up any losses, if required. In addition, profits of the joint ventures are not distributed until the parties to the arrangement provide consent for distribution. The Corporation has no share of any contingent liabilities or capital commitments in its joint ventures as at December 31, 2021 and December 31, 2020. Balance, beginning of the year Share of total comprehensive loss Balance, end of the year 12. BANK INDEBTEDNESS X December 31i 2021i 2,459 (6) 2,453 December 31ii 2020ii 2,476 (17) 2,459 The Corporation has a multi-currency operating credit facility with a syndicate of banks, with a Canadian dollar limit of $75,000. Extensions of the facility are subject to mutual consent of the syndicate of lenders and the Corporation. The credit agreement also includes a $75,000 uncommitted accordion provision which will provide the Corporation with the option to increase the size of the operating credit facility. On June 30, 2021 the Corporation extended its credit facility for an additional two-year period expiring on June 30, 2023. As at December 31, 2021, the Corporation was debt-free under its credit facility. Bank indebtedness bears interest at the bankers’ acceptance or LIBOR rates plus 1.00%. At December 31, 2021, the Corporation had letters of 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT credit outstanding totalling $4,143 [2020 – $4,535] such that $70,857 [2020 – $70,465] was unused and available. A fixed and floating charge debenture on accounts receivable, inventories and property, plant and equipment is pledged as collateral for the operating credit facility. 13. ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND PROVISIONS Accounts payables Accrued liabilities Contract liabilities [note 5] Provisions [note 17] X 14. LONG-TERM DEBT X Property mortgage [a] Other loans [b] Less current portion X X December 31 2021 52,101 51,276 17,704 2,301 123,382 December 31 2020 45,171 47,834 16,528 5,173 114,706 December 31 2021 – 7,307 7,307 4,552 2,755 December 31 2020 134 8,659 8,793 3,928 4,865 [a] Property mortgage of financing relating to land acquired in 2006 was repaid in June 2021. [b] Other loans include loans of $4,894 [2020 – $7,025] provided by governmental authorities (“Government Loans”) that bear interest of approximately 0.875% [2020 – 1.5%]. The Government Loans mature in April 2024 with accrued interest and principal repayable monthly. Included in other loans is a bank loan used to finance capital expenditures, which is subject to annual renewal and expires on May 31, 2022. As at December 31, 2021, the bank loan was $2,413 (US$1,903) [2020 – $1,634 (US$1,283)], bearing interest at LIBOR plus 2.50%, which was 2.66% [2020 – 2.80%]. Land, machinery and equipment are pledged as collateral for the bank loan. 44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 15. LEASE LIABILITIES The majority of the Corporation’s leases relate to the rental of land and buildings. Summary of activities related to the Corporation’s lease liabilities: X At January 1, 2020 Additions Interest on lease liabilities Payments Foreign exchange and other At December 31, 2020 Additions Interest on lease liabilities Payments Foreign exchange and other At December 31, 2021 Less current portion X Contractual undiscounted cash flows for lease obligations: X Less than one year One to five years Over five years X Lease liabilities 46,064 555 2,026 (6,970) 136 41,811 – 1,817 (6,707) (563) 36,358 5,714 30,644 December 31 2021 5,734 17,750 22,448 45,932 Expenses for short-term leases and leases of low-dollar value items are not material. There are no variable lease payments which are not included in the measurement of lease obligations. All extension options have been considered in the measurement of lease obligations. 16. BORROWINGS SUBJECT TO SPECIFIC CONDITIONS The Corporation has received proceeds related to the development of its technologies and processes from Canadian government agencies. The contributions have been deducted in calculating the Corporation’s investment in intangible assets, property plant and equipment or from the expense to which they relate. These amounts, plus, in certain cases, an implied return on the investment, are repayable as future royalty payments. The Corporation has included in borrowings subject to specific conditions the estimated amount of repayments based on future estimated sales in relation to the contributions received. During 2021, the Corporation received nil government proceeds [2020 – $46] and repaid $1,104 [2020 – nil]. 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 17. OTHER LONG-TERM LIABILITIES AND PROVISIONS Net defined benefit plan deficits [note 23] Provisions Other Less current portion included in accounts payable, accrued liabilities and provisions X Movements in provisions: At December 31, 2019 Additional provisions [note 27] Amount used Unused amounts reversed Unwind of discount Foreign currency translation At December 31, 2020 Additional provisions [note 27] Amount used Unused amounts reversed Unwind of discount Foreign currency translation At December 31, 2021 X December 31 2021 – 4,973 4,551 9,524 December 31i 2020i 14,509 7,803 4,400 26,712 2,301 7,223 5,173 21,539 X Warrantyi 1,036 1,128 (1,169) (5) – (1) 989 609 (615) (51) – (1) 931 Environmental i 2,657 – – (10) 9 – 2,656 – – – 102 – 2,758 Otheri provisionsi 1,606 2,975 (287) (148) – 12 4,158 243 (3,035) (43) – (39) 1,284 Totali 5,299 4,103 (1,456) (163) 9 11 7,803 852 (3,650) (94) 102 (40) 4,973 Warranty During the normal course of its business, the Corporation assumes the cost of certain components under warranties offered on its products. This provision for a warranty is based on historical data associated with similar products and is recorded as a current liability. Nevertheless, conditions may change and a significant amount may need to be recorded. Environmental Provisions for environment liabilities have been recorded for costs related to site restoration obligations. Due to the long-term nature of the liability, the related long-term portion of the liability is included in long-term liabilities. Other This category of provisions includes provisions related to legal, onerous contracts, and other liabilities. The provisions are based on the Corporation’s best estimate of the amount of the expenditure required to address the matters. 18. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES X Debt due within one year Long-term debt Long-term liabilities and provisions Borrowings subject to specific conditions Lease liabilities Total December 31 2020 43,509 4,865 21,539 26,110 41,811 137,834 Cash flowsi (39,441) (1,516) 6 (1,104) (6,707) (48,762) Foreigni exchangei (161) (3) (450) –i (563) (1,177) Otheri 645 (591) (13,872) 422 1,817 (11,579) December 31 2021 4,552 2,755 7,223 25,428 36,358 76,316 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT The “Other” column includes the effect of reclassification of non-current portion of interest bearing loans, borrowings and deferred revenues, allocation of borrowing subject to specific conditions to the related assets and expenses, changes in defined benefit plans, the effect of interest accretion on interest bearing loans and borrowings, and lease liabilities. 19. INCOME TAXES Major components of income tax expense: X Current income tax expense Current tax expense for the year Current tax expense for prior years X Deferred income tax expense Origination and reversal of temporary differences Impact of tax law changes X Total income tax expense 2021 10,550 (1,652) 8,898 (6,637) 585 (6,052) 2,846 2020 4,706 2,434 7,140 3,348 591 3,939 11,079 The Corporation’s consolidated effective tax rate for the year ended December 31, 2021 was 152.3% [2020 – 77.0%]. The difference in the effective tax rates compared to the Corporation’s statutory income tax rates were mainly caused by the following: X Income before income taxes Income taxes based on the applicable tax rate of 25.8% in 2021 and 2020 Adjustment to income taxes resulting from: xxAdjustments in respect of prior years xxPermanent differences and other xxIncome tax rates differentials on income of foreign operations xxChanges in income tax rates xxUnrecognized tax losses and temporary differences Income tax expense 2021 1,869 482 (1,136) (1,853) 1,770 590 2,993 2,846 2020 14,392 3,714 2,434 260 3,016 940 715 11,079 Changes in the deferred tax components are adjusted through deferred income tax expense except for $1,622 [2020 – $1,481] of investment tax credits which is adjusted through cost of revenues and $4,360 [2020 – $603] for employee future benefits which is adjusted through other comprehensive income. Major components of deferred tax assets and liabilities: Operating loss carry forwards Investment tax credits Employee future benefits Property, plant and equipment and intangibles Other Deferred tax liabilities X December 31i 2021i 19,018 2,448 (123) (55,596) 3,110 (31,143) December 31i 2020i 11,443 4,349 4,186 (57,517) 3,064 (34,475) 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT For the purposes of the above table, deferred tax assets are shown net of offsetting deferred tax liabilities where these occur in the same entity and jurisdiction, as follows: Deferred tax assets Deferred tax liabilities X December 31i 2021i 8,480 (39,623) December 31i 2020i 834 (35,309) The temporary difference associated with investments in subsidiaries and joint ventures, for which a deferred tax liability has not been recognized aggregates to $745,761 [2020 – $743,946]. 20. SHARE CAPITAL The authorized capital of the Corporation consists of an unlimited number of preference shares, issuable in series, of which none are outstanding, and an unlimited number of common shares, with no par value. Common shares Issued and fully paid: Outstanding at December 31, 2020 Outstanding at December 31, 2021 Net (loss) income per share X Net (loss) Income Weighted average number of shares Basic and diluted net (loss) income per share Number 57,729,106 57,729,106 2021 (977) 57,729,106 (0.02) Amount 252,342 252,342 2020 3,313 58,056,420 0.06 Dividends declared On March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the Corporation paid quarterly dividends of $0.105 per common share, amounting to $24,247. For the year ended December 31, 2020, the Corporation declared and paid dividends on its common shares on March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 of $0.105 per share amounting to $24,372. Subsequent to December 31, 2021, the Corporation declared dividends to holders of its common shares in the amount of $0.105 per common share payable on March 31, 2021, for shareholders of record at the close of business on March 29, 2022. Normal Course Issuer Bid On May 25, 2020, the Toronto Stock Exchange (“TSX”) accepted the Corporation’s application to commence a normal course issuer bid (“NCIB”) which allowed the Corporation to repurchase through the facilities of the TSX and alternative Canadian trading platforms up to 2,910,450 common shares. The program commenced on May 27, 2020 and ended on May 26, 2021. On May 27, 2021, the Corporation’s application was re-approved for a NCIB to purchase up to 2,886,455 common shares, over a 12-month period commencing May 27, 2021 and ending May 26, 2022. During the year ended December 31, 2021, the Corporation had not purchased common shares for cancellation under the program. During the year ended December 31, 2020, 479,895 shares were purchased for cancellation for $3,407 at a volume weighted average price paid of $7.10 per share respectively. 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 21. STOCK– BASED COMPENSATION PLAN The Corporation has an incentive stock option plan, which provides for the granting of options for the benefit of employees and directors. The options include a cash option feature that allows option holders to elect to receive an amount in cash equal to the intrinsic value, being the excess market price of the common share over the exercise price of the option, instead of exercising the option and acquiring the common shares. Options are granted at an exercise price equal to the market price of the Corporation’s common shares at the time of granting. Options normally have a life of five years with vesting at 20.0% at the end of the first, second, third, fourth and fifth years from the date of the grant. In addition, certain business unit income tests must be met in order for the option holder’s entitlement to fully vest. As at December 31, 2021 and December 31, 2020, there were no options granted and outstanding. The maximum number of options for common shares that is available to be granted under this plan is 1,673,341. The Corporation has a deferred share unit plan (“DSU Plan”) for certain executive officers (“Officers”) which provides a structure for Officers to accumulate equity-like holdings in the Corporation. The DSU Plan allows certain Officers to participate in the growth of the Corporation by providing a deferred payment based on the value of a common share at the time of redemption. Each Officer receives deferred share units (“Units”) based on their annual management incentive compensation. The Units are issued based on the Corporation’s common share price at the time of issue. A third of the Units are vested and paid upon issuance and the remaining Units are vested and paid out equally on the anniversary date of issuance in the following two year periods or upon retiring. The cash value is equal to the common share price at the date of redemption, adjusted by any dividends paid on the common shares. For Units granted subsequent to May 1, 2016, a Total Shareholder Return (“TSR”) performance element was introduced to reinforce the connection between remuneration and the interests of Shareholders, by motivating and rewarding participants for improving the long-term value of the Corporation. One third of the cash payment of the Units awarded for calendar 2016 and calendar years thereafter is made May 1 of the first calendar year following the date of the grant of the Units, another one third of cash payment is made May 1 of the second calendar year following the date of grant of the Units, and the remaining one third cash payment is made May 1 of the third calendar year following the date of grant of the Units. The number of Units that will actually vest ranges from 0% to 200% of the award remuneration granted and will be determined by the Corporation’s three year TSR relative to a comparator group. The value each Officer ultimately receives would be determined by the number of Units earned, multiplied by the fair market value of the common share at the end of the performance period. As at December 31, 2021, 81,512 Units were outstanding at an accrued value of $547 [December 31, 2020 – $431]. The Corporation recorded compensation expense in relation to the DSU Plan during the year of $115 [2020 reversal – $238]. 22. FINANCIAL INSTRUMENTS Categories of financial instruments Financial instruments are classified into one of the following categories: financial assets/financial liabilities at fair value through profit or loss, and financial assets/financial liabilities at amortized costs. All financial instruments, including derivatives, are included on the consolidated statement of financial position, which are measured at fair value except for financial assets and liabilities measured at amortized costs. The carrying values of the Corporation’s financial instruments are classified as follows: Financial assets at fair value through profit or loss 1 113,938 32,482 X Financial assets at amortized cost 2 114,404 164,234 Financial liabilities at fair value through profit of loss – – Total financial assets 228,342 196,716 Financial liabilities at amortized cost 3 229,875 191,148 Total financial liabilities 229,875 191,148 December 31, 2020 December 31, 2021 1 Includes cash and cash equivalents and restricted cash 2 Includes trade receivables and other receivables 3 Includes bank indebtedness, accounts payable and accrued liabilities, long-term debt, lease liabilities, and borrowings subject to specific conditions 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT The Corporation has exposure to the following risks from its use of financial instruments: – Market risk – Credit risk – Liquidity risk Market risk Market risk is the risk that changes in the market prices, such as foreign exchange rates and interest rates, will affect the Corporation’s income or the value of its holdings of financial instruments. The Corporation’s policy is not to utilize derivative financial instruments for trading or speculative purposes. The Corporation may utilize derivative instruments in the management of its foreign currency and interest rate exposures. The Corporation thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include currency risk, interest rate risk, credit risk and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors of the Corporation. Currency risk The Corporation operates internationally, which gives rise to a risk that its income, cash flows and shareholders’ equity may be adversely impacted by fluctuations in foreign exchange rates. Currency risk arises because the amount of the local currency receivable or payable for transactions denominated in foreign currencies may vary due to changes in exchange rate (“transaction exposures”) and because the non-Canadian dollar denominated financial statements of the Corporation’s subsidiaries may vary on consolidation into the reporting currency of Canadian dollars (“translation exposures”). The Corporation may use derivative financial instruments to manage foreign exchange risk with the objective of minimizing transaction exposures and the resulting volatility of the Corporation’s net income. The most significant transaction exposures arise in the Canadian operations where significant portions of the revenues are transacted in US dollars. As a result, the Corporation may experience transaction exposures because of the volatility in the exchange rate between the Canadian and US dollar. Based on the Corporation’s current US denominated net inflows as of December 31, 2021, fluctuations of +/- 1% would, everything else being equal, have an effect on net income for the year ended December 31, 2021 of approximately +/- $289. The Corporation may experience translation exposures on the consolidation of its US and European subsidiaries. Fluctuations of +/- 1% in the US dollar and British pound would, everything else being equal, have an effect on other comprehensive income of approximately $4,745. Interest rate risk The Corporation is exposed to interest rate risk in its floating rate bank indebtedness. As at December 31, 2021, $7,307 of the Corporation’s total debt portfolio is subject to movements in floating interest rates. In addition, a portion of the Corporation’s trade receivables securitization programs are exposed to interest rate fluctuations. The objective of the Corporation’s interest rate management activities is to minimize the volatility of the Corporation’s income. The Corporation monitors its exposure to interest rates and has not entered into any derivative contracts to manage this risk. A fluctuation in interest rates of 100 basis points (1%) would have impacted the amount of interest charged to net income during the year ended December 31, 2021 by approximately +/- $125. Credit risk Credit risk arises from cash and cash equivalents held with banks and financial institutions as well as credit exposure to clients, including outstanding trade receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing credit risk is to prevent losses in financial assets. The Corporation is also exposed to credit risk from the potential default by any of its counterparties on its foreign exchange forward contracts. The Corporation mitigates this credit risk by dealing with counterparties who are major financial institutions that the Corporation anticipates will satisfy their obligations under the contracts. The Corporation, in the normal course of business, is exposed to credit risk from its customers, substantially all of which are in the aerospace industry. The Corporation sells the majority of its products to large international organizations with strong credit ratings. Therefore, the Corporation is not exposed to significant credit risk and overall the Corporation’s credit risk has not changed significantly from the prior year. 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT The carrying amount of trade receivables is reduced through the use of an allowance account and the amount of the loss is recognized in the consolidated statements of (loss) income within administrative and general expenses. When a receivable balance is considered uncollectible, it is written off against the allowance for doubtful accounts. Subsequent recoveries of amounts previously written off are credited against administrative and general expenses. Derecognition of financial assets The Corporation sells a portion of its trade receivables through securitization programs or factoring transactions. During 2021, the Corporation sold receivables to various financial institutions in the amount of $42,783 [2020 – $221,264] for a discount of $163 [2020 – $924] representing an annualized interest rate of 1.44% [2020 – 1.84%]. As at December 31, 2021, trade receivables include receivables sold and financed through securitization transactions of nil [2020 – $39,581] which do not meet the IFRS 9 derecognition requirements as the Corporation continues to be exposed to credit risk. These receivables are recognized in the consolidated statement of financial position even though they have been legally sold with a corresponding financial liability recorded in debt due within one year. Liquidity risk The Corporation’s objective in managing liquidity risk is to ensure that there are sufficient committed loan facilities in order to meet its liquidity requirements at any point in time. The Corporation has in place a planning and budgeting process to help determine the funds required to support the Corporation’s normal operating requirements on an ongoing basis, taking into account its anticipated cash flows from operations and its operating facility capacity. The primary sources of liquidity are the operating credit facility, trade receivables securitization program and cash provided by operations. Based on current funds available and expected cash flow from operating activities, management believes that the Corporation has sufficient funds available to meet its liquidity requirements at any point in time. However, if cash from operating activities is lower than expected or capital costs for projects exceed current estimates, or if the Corporation incurs major unanticipated expenses, it may be required to seek additional capital in the form of debt or equity or a combination of both. Contractual maturity analysis Contractual maturity of the Corporation’s financial liabilities (including both interest and principal cash flows): Long-term debt1 Other long-term liabilities Borrowings subject to specific conditions X Interest payments Total Year 1 4,552 140 1,327 6,019 100 6,119 Year 2 2,160 112 637 2,909 17 2,926 Year 3 718 120 787 1,625 1 1,626 Year 4 – 116 844 960 – 960 Year 5 Thereafter – 679 21,027 21,706 – 21,706 – 120 806 926 – 926 Total 7,430 1,287 25,428 34,145 118 34,263 Fair values The Corporation has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgement is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The methods and assumptions used to estimate the fair value of financial instruments are described as follows: Cash and cash equivalents, trade receivables, and accounts payable and accrued liabilities Due to the short period to maturity of these instruments, the carrying values as presented in the consolidated statements of financial position are reasonable estimates of their fair values. Foreign exchange contracts The Corporation enters into forward foreign exchange contracts to mitigate future cash flow exposures in US dollars and British pounds. Under these contracts, the Corporation is obliged to purchase specific amounts at predetermined dates and exchange rates. These contracts are matched with anticipated operational cash flows in US dollars, British pounds and Euros. 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT As at December 31, 2021, the Corporation had forward foreign exchange contracts outstanding in the amount of $6,650 US dollars and £9,490 British pounds, of which the fair value is determined to be immaterial and categorized within Level 2 of the fair value hierarchy. There were no outstanding forward foreign exchange contracts as at December 31, 2020. Long-term debt As at December 31, 2021, the carrying amount of the Corporation’s long-term debt of $7,307 [2020 – $8,973] approximates its fair value. The fair value was determined by discounting the expected future cash flow based on current rate for debt with similar terms and maturities, and is categorized as Level 2 in the fair value hierarchy. Borrowings subject to specific conditions As at December 31, 2021, the Corporation has recognized $25,428 [2020 – $26,110] as the amount repayable to Canadian government agencies. The contributions are repayable as future royalty payments; a liability is recorded for the amounts received that will be repaid based on future estimated sales. The fair value was determined by discounting the expected future royalty payments based on prevailing market rate for borrowings with similar terms and maturities, and is categorized as Level 2 in the fair value hierarchy. Collateral As at December 31, 2021, the carrying amount of all of the financial assets that the Corporation has pledged as collateral for its long-term debt facilities was $7,307 [2020 – 48,374]. Fair value hierarchy The Corporation’s financial assets and liabilities recorded at fair value on the consolidated statement of financial position have been categorized into three categories based on a fair value hierarchy. Fair value of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include valuations using inputs other than the quoted prices for which all significant inputs are based on observable market data, either directly or indirectly. Level 3 valuations are based on inputs that are not based on observable market data. The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. 23. EMPLOYEE FUTURE BENEFITS The Corporation provides retirement benefits through a variety of arrangements comprised principally of defined benefit and defined contribution plans that cover a substantial portion of employees in accordance with local regulations and practices. The most significant plans in terms of the benefits accrued to date by participants are career average and final average earnings plans and around 100% of the obligations accrued to date come from defined benefit plans in Canada. Defined Benefit Plans Canada The Canadian defined benefit plans comprise of both career average and final average earnings plans which provide benefits to members in the form of a guaranteed level of pension payable for life. A majority of the plans are currently closed to new entrants. The level of pensions in the defined benefit plans depends on the member’s length of service and salary at retirement age for final average earnings plans and salary during employment for career average plans. The defined benefit pension plans require contributions to be made to a separate trustee-administered fund which is governed by the Corporation. The Corporation is responsible for the administration of the plans’ assets and for the definition of the investment strategy. The Corporation reviews the level of funding in the defined benefit pension plans on an annual basis as required by local government legislation. Such review includes the asset-liability matching strategy and investment risk management policy. Actuarial valuations are required at least every three years. Depending on the jurisdiction and the funded status of the plan, actuarial valuations may be required annually. The most recent actuarial valuations for the various pension plans were completed as at December 31, 2020, January 1, 2020 and December 31, 2019. 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Contributions are determined by the appointed actuary and cover the going-concern normal costs and deficits (established under the assumption that the plan will continue to be in force) or solvency deficits (established under the assumption that the plan stops its operations and is being liquidated), as prescribed by laws and actuarial practices. Under the laws in effect, minimum contributions are required to amortize the going-concern deficits over a period of fifteen years and solvency deficits over a period of five years. Temporary solvency relief measures are in place that allow for the amortization of solvency deficits over a period of up to ten years. US The US defined benefit plan provides benefits to members in the form of a guaranteed level of pension payable for life at retirement, and is currently closed to future accrual of benefits. The benefit payments are from a trustee-administered fund and plan assets held in trusts are governed by Internal Revenue Service (“IRS”) regulations. Responsibility for governance of the plan, including investment decisions and contribution schedules, is also governed by IRS Regulations and lies with the Corporation. Actuarial valuations are required annually. Contributions are determined by appointed actuaries and cover normal cost and deficits as prescribed by law. Funding deficits are generally amortized over a period of seven years. The US defined benefit plan was fully wound up in 2020. Investment Policy The overall investment policy and strategy for the defined benefit pension plans is guided by the objective of achieving an investment return which, together with contributions, ensures that there will be sufficient assets to pay pension benefits as they fall due while also mitigating the risks of the plans. See below for more information about the Corporation’s risk management initiatives. The target asset allocation is determined based on expected economic and market conditions, the maturity profile of the plans’ liabilities, the funded status of the respective plans and the plan stakeholders’ tolerance to risk. Generally, the Corporation aims to have a portfolio mix of a combined 5% in money market securities, 20% in non-traditional equities, 30% in fixed income instruments and 45% in equity for the Canadian defined benefit plans and a portfolio mix of a combined 5% in cash, 20% in fixed income instruments, 60% in equity and 15% in alternative assets for the US defined benefit plan. As the plans mature and the funded status improves through cash contributions and anticipated excess equity returns, the Corporation intends to reduce the level of investment risk by investing in more fixed-income assets that better match the liabilities. Risk Management The Corporation’s pension plans are exposed to various risks, including equity, interest rate, inflation, liquidity and longevity risks. Several risk strategies and policies have been put in place to mitigate the impact these risks could have on the funded status of defined benefit plans and on the future level of contributions by the Corporation. The following is a description of key risks together with the mitigation measures in place to address them. Equity risk Equity risk is the risk that results from fluctuations in equity prices. This risk is managed by maintaining diversification of portfolios across geographies, industry sectors and investment strategies. Interest rate risk Interest rate risk is the risk that results from fluctuations in the fair value of plan assets and liabilities due to movements in interest rates. This risk is managed by reducing the mismatch between the duration of plan assets and the duration of pension obligation. This is accomplished by having a portion of the portfolio invested in long-term bonds. A decrease in corporate and/or government bond yields will increase plan liabilities, which will be partially offset by an increase in the value of the plans’ bond holdings. Liquidity risk Liquidity risk is the risk stemming from holding assets which cannot be readily converted to cash when needed for the payment of benefits or to rebalance the portfolios. Liquidity risk is managed through investment in government bonds and equity futures. Longevity risk Longevity risk is the risk that increasing life expectancy results in longer-than-expected benefit payments resulting in an increase in the plans’ liabilities. This risk is mitigated by using the most recent mortality tables to set the level of contributions. 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) The Corporation obtains actuarial valuations for its accrued benefit obligations and the fair value of plan assets for accounting purposes under IFRS as at December 31 of each year. In addition, the Corporation estimates movements in its accrued benefit liabilities at the end of each interim reporting period, based upon movements in discount rates and the rates of return on plan assets, as well as any significant changes to the plans. Adjustments are also made for payments made and benefits earned. Defined Contribution Plans The Corporation’s management, administrative and certain unionized employees may participate in defined contribution pension plans. The Corporation contributes an amount expressed as a percentage of employees’ contributions with such percentage varying by group. The Corporation’s expenses for defined contribution plans amounted to $6,421 for the year ended December 31, 2021 [2020 – $7,312]. Other Benefit Plan The Corporation has another benefit plan in the US which includes retiree medical benefits that contribute to the health care coverage of certain employees and their beneficiaries after retirement. The other benefit plan is currently closed to new entrants. The post-retirement benefits cover all types of medical expenses including, but not limited to, cost of doctor visits, hospitalization, surgery and pharmaceuticals. The other benefit plan also provides for post-employment life insurance and compensated absences for eligible current employees, including vacation to be taken before retirement, if certain age and service requirements are met. The retirees contribute to the costs of the post-retirement medical benefits. The plan is not pre-funded and costs are incurred as amounts are paid. The Corporation recognized total defined benefit costs related to its defined and other benefit plans as follows: X X X Current service cost Net interest cost on net defined benefit liability Other Total defined benefit cost recognized in net income Defined benefiti plansi 2,139 321 440 2,900 2021 Other benefiti plani – 21 – 21 X Defined benefiti plansi 2,499 344 294 3,137 2020 Other benefiti plani – 31 – 31 The re-measurement components recognized in the statement of other comprehensive income for the Corporation’s defined benefit plans comprise the following: X X 2021 X Actuarial (gains) losses Return on pension assets (excluding amounts in xxnet interest on defined benefit schemes) Based on adjustment of liability assumptions Due to liability experience adjustment Change in effect of asset ceiling Total defined benefit (gains) loss recognized in the xxstatement of other comprehensive income Defined benefiti plansi Other benefiti plani Defined benefiti plansi (13,706) (9,064) (1,545) 7,218 (17,097) – – 229 – 229 (10,718) 12,305 (261) 653 1,979 2020 Other benefiti plani – – 486 – 486 54 MAGELLAN 2021 ANNUAL REPORT The following tables show the changes in the fair value of plan assets and the defined benefit obligation as recognized in the consolidated financial statements for the Corporation’s benefit plans: Changes in benefit plan assets of the Corporation’s benefit plans X X Fair value, beginning of year Interest income on plan assets Actual return on assets (excluding interest income xxon plan assets) Employer contributions Employee contributions Benefit payments Plan settlement Administration costs Exchange differences End of year Changes in effect of asset ceiling X X Effect of asset ceiling, beginning of year Interest on effect of asset ceiling Change in effect of asset ceiling during the period End of year X Defined benefiti plansi 124,715 2,958 X 2021 Other benefiti plani – – X Defined benefiti plansi 119,316 3,612 2020 Other benefiti plani – – 13,706 2,321 182 (7,759) – (606) – 135,517 – 289 146 (435) – – – – 10,718 3,160 177 (10,306) (1,362) (427) (173) 124,715 – 419 125 (544) – – – – X 2021 X 2020 Defined benefiti plansi 653 16 7,218 7,887 Other benefiti plani – – – – Defined benefiti plansi – – 653 653 Other benefiti plani – – – – Changes in the benefit plan obligations of the Corporation’s benefit plans X X Beginning of year Current service cost Interest cost Employee contributions Actuarial (gains) losses in other comprehensive income from: xxChanges in demographic assumptions xxChanges in financial assumptions xxExperience adjustments Benefit payments Plan settlement Exchange difference End of year X 2021 X 2020 Defined benefiti plansi 138,233 2,139 3,263 182 Other benefiti plani 1,082 – 21 146 Defined benefiti plansi 131,316 2,499 3,956 177 Other benefiti plani 1,009 – 31 125 – – 229 (435) – (5) 1,038 (662) 12,965 (261) (10,306) (1,494) 43 138,233 – – 486 (544) – (25) 1,082 194 (9,424) (1,545) (7,759) – – 125,283 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Reconciliation of funded status of benefit plans to amounts recorded in the consolidated financial statements X Fair value of plan assets Accrued benefit obligation Irrecoverable surplus (effect of asset ceiling) Net defined benefit liability – Included in other long-term liabilities and provisions – Included in other assets X 2021 X Defined benefiti plansi 135,517 (125,283) (7,887) 2,347 – Other benefiti plani – (1,038) – (1,038) (1,038) X Defined benefiti plansi 124,715 (138,233) (653) (14,171) (14,509) 2020 Other benefiti plani – (1,082) – (1,082) (1,082) 2,347 – 338 – The Corporation expects to contribute approximately $1,737 in 2022 to all its defined benefit plans in accordance with normal funding policy. Because of market driven changes that the Corporation cannot predict, the Corporation could be required to make contributions in the future that differ significantly from its estimates. Significant assumptions and sensitivity analysis The significant actuarial assumptions adopted in measuring the Corporation’s accrued benefit obligations represent management’s best estimates reflecting the long-term nature of employee future benefits and are as follows [weighted-average assumptions as at December 31]: X Discount rate Rate of compensation increase Mortality Table xxCanadian defined benefit plans X X Defined benefiti plansi 2.9% 2.0%/3.0% 2021 X Other benefiti plani 2.4% – Defined benefiti plansi 2.4% 2.0%/3.0% 2020 Oter benefti plani 2.0% – Club Vita Canada’s 2019 VitaCurves projected with CPM-B improvement scale Club Vita Canada’s 2016 / 2019 VitaCurves, projected with improvement scale CPM-B xxOther benefit plan SOA Pri-2012 Blue Collar Mortality Table with projection Scale MP-2021 MP-2014 mortality tables with MP-2020 projections (with blue collar adjustment) x x x The discount rate assumption used in determining the obligations for pension and other benefit plans was selected based on a review of current market interest rates of high-quality, fixed rate debt securities adjusted to reflect the duration of expected future cash outflows for pension benefit payments. At December 31, 2021, a 1.0% decrease in the discount rate used (all other assumptions remaining unchanged) could result in a $16,352 increase in the pension benefit obligation with a corresponding charge recognized in other comprehensive income in the year. The Corporation funds health care benefit costs, shown under other benefit plan, on a pay as you go basis. For measurement purposes, a 6.0% annual rate of increase in the per capita cost of covered health care and dental benefits was assumed for 2022. The impact of applying a one-percentage-point increase or decrease in the assumed health care and dental benefit trend rates as at December 31, 2022 was nominal. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Assets The weighted average asset allocations of the defined benefit plans at the measurement date, by asset category: X Equity investments Fixed income investments Other investments X Defined benefit pension liability term X Defined benefits schedule for disbursement within 12 months Defined benefits schedule for disbursement within 2-5 years Defined benefits schedule for disbursement after 5 years or more 24. SEGMENTED INFORMATION 2021 85% 14% 1% 100% 2020 83% 16% 1% 100% Total 6,548 30,130 33,059 Operating segments are defined as components of the Corporation for which separate financial information is available that is evaluated regularly by the chief operating decision maker in allocating resources and assessing performance. The chief operating decision maker of the Corporation is the President and Chief Executive Officer. The Corporation operates substantially all of its activities in one reportable segment, Aerospace, which include the design, development, manufacture, repair and overhaul, and sale of systems and components for defence and civil aviation. The Corporation evaluated the performance of its operating segments primarily based on net income before interest and income tax expense. The Corporation accounts for intersegment and related party sales and transfers, if any, at the exchange amount. The Corporation’s primary sources of revenue: X Sale of goods Services X Timing of revenue recognition based on transfer of control: X At a point of time Over time X 2021 553,185 135,173 688,358 2021 381,367 306,991 688,358 2020 605,958 138,456 744,414 2020 450,959 293,455 744,414 The following table presents the aggregate amount of the revenues expected to be realized in the future from partially or fully unsatisfied performance obligations as at December 31, 2021 and 2020 as the Corporation performs under contracts at delivery or recognized over time. The amounts disclosed below represent the value of firm orders only. Such orders may be subject to future modifications that might impact the amount and/or timing of revenue recognition. The amounts disclosed below do not include constrained variable consideration, unexercised options or letters of intent. Revenues expected to be recognized in: X Less than 24 months Thereafter 2021 523,472 76,118 2020 535,781 79,342 Revenues from the Corporation’s three largest customers accounted for 45.3% of total sales for the year ended December 31, 2021 [December 31, 2020 – two largest customers accounted for 32.2% of total sales]. 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT Geographic segments: X Revenues Export revenues1 X X X Canada 315,805 241,935 X United States 174,260 23,678 2021X X Europe 198,293 33,305 Total 688,358 298,918 Canada 338,883 241,228 1 Export revenue is attributed to countries based on the location of the customers X X X X Canada X United States 2021X X Europe Total Canada X United States 202,284 32,780 X United States Europe 203,247 57,869 2020 Total 744,414 331,877 2020 Europe Totali Property, plant and xxequipment, right-of-use xxassets, intangible assets xxand goodwill 176,635 163,527 160,636 500,798 188,220 179,668 169,687 537,575i 25. COST OF REVENUES X Operating expenses Amortization Investment tax credits Impairment of inventories X 26. ADMINISTRATIVE AND GENERAL EXPENSES X Salaries, wages and benefits Administration and office expenses Professional services Amortization X 27. SPECIAL ITEMS 2021 589,737 48,881 (1,622) 3,032 640,028 2021 25,262 14,142 2,144 3,011 44,559 2020 591,360 54,163 (1,481) 3,881 647,923 2020 30,637 15,848 2,650 2,940 52,075 Special items are those items that in management’s view are to be separately disclosed by virtue of their size or incidence to enable a full understanding of the Corporation’s financial performance. Impairment [note 10] During 2020, in light of the COVID-19 pandemic and the state of the aerospace industry, management used a discounted cash flow model to assess the recoverability of goodwill at the Corporation’s CGUs. The unprecedented drop in air travel due to the COVID-19 pandemic has adversely affected the Corporation’s customers. Therefore, the demand for products and services provided by the Corporation’s CGUs is expected to be depressed for a period of time. As a result of the assessment, the Corporation recorded a $12,046 impairment charge against goodwill in 2020. There was no impairment recorded in 2021. Workforce Reduction and Restructuring In 2020, as a result of COVID-19, Magellan undertook a workforce reduction achieved through layoffs, terminations of employment, early retirements and special leaves. A workforce reduction cost of $6,916 was recorded related to these measures. 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT The Corporation also committed to a plan to restructure its manufacturing divisions in Europe due to a decrease in demand as a result of a deterioration in economic conditions stemming from COVID-19. Following the announcement of the plan, the Corporation recognised a restructuring provision of $2,817 (£1,621) as at December 31, 2020 related to downsizing the employee base and engaging in other actions designed to reduce the cost structure and improve productivity. Asset impairment charges were also incurred for those assets made obsolete as a result of this plan. The closure costs recorded represent estimated expenses required to restructure operations and moving costs incurred. Restructuring liabilities have been grouped within current accounts payable, accrued liabilities and provisions on the consolidated statement of financial position. Costs associated with the workforce reduction and plant closure are summarized in the table below: X Workforce reduction Closure costs Impairment of property, plant and equipment [note 7] X 2021 – 2,182 – 2,182 2020 6,916 3,236 2,385 12,537 Canada Emergency Wage Subsidy In April 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) in order to help employers retain and/or return Canadian-based employees to payrolls in response to challenges posed by the COVID-19 pandemic. The program was redesigned in July 2020 and extended until October 2021. Magellan determined that it met the employer eligibility criteria and applied for the CEWS. In 2021, the Corporation has recorded and received a total gross subsidy under the CEWS program of $7,659 [2020 – $20,037], with $7,123 [2020 – $18,690], recorded as a reduction to operating expenses in cost of revenues and $536 [2020 – $1,347], recorded as a reduction of salaries, wages and benefits in administrative and general expenses. 28. INTEREST EXPENSE X Interest on bank indebtedness and long-term debt Accretion charge on long-term debt and borrowings Accretion on lease liabilities Discount on sale of trade receivables X 29. OTHER COMPREHENSIVE INCOME 2021 43 787 1,817 248 2,895 2020 305 1,103 2,026 924 4,358 Other comprehensive income includes unrealized foreign currency translation gains and losses, which arise on the translation to Canadian dollars of assets and liabilities of the Corporation’s foreign operations and net actuarial losses on defined benefit pension plans, net of tax. The Corporation recorded unrealized currency translation loss for the year ended December 31, 2021 of $7,339 [2020 – $3,669] and net actuarial gain on defined benefit plans of $12,508 [2020 – net actuarial loss of $1,862]. These gains and losses are reflected in the consolidated statements of financial position and had no impact on net income for the year. 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT 30. RELATED PARTY DISCLOSURE Transactions with related parties During the year, the Corporation incurred consulting and cost recovery fees of $200 [2020 – $200] payable to a corporation controlled by the Chairman of the Board of Directors of the Corporation. Key management personnel Key management includes members of the Board of Directors of the Corporation and executive officers, as they have the collective authority and responsibility for planning, directing and controlling the activities of the Corporation. The compensation expense for key management for services is as follows: X Short-term benefits Post-employments benefits Share-based payments X 2021 2,887 136 – 3,023 2020 2,776 156 36 2,968 Short-term benefits include cash payments for base salaries, bonuses and other short-term cash payments. Post-employment benefits include the Corporation’s contribution pension plan and pension adjustment for defined benefit plan. Share-based payments include amounts paid to Officers under the DSU Plan. 31. SUPPLEMENTARY CASH FLOW INFORMATION X Net change in non-cash working capital Trade receivables Contract assets Inventories Prepaid expenses and other Accounts payable, accrued liabilities and provisions X Interest paid Income taxes paid 32. ADDITIONAL FINANCIAL INFORMATION 2021 2020 (50,347) 3,895 3,234 2,224 7,237 (33,757) 505 13,832 64,398 7,336 (16,803) 8,299 (41,475) 21,755 1,074 2,233 Included in other expenses is a foreign exchange gain of $2,548 [2020 – $1,138 foreign exchange loss] on the conversion of foreign currency denominated working capital balances and debt. 33. MANAGEMENT OF CAPITAL The Corporation’s objective is to maintain a capital base sufficient to maintain investor, creditor and market confidence and to sustain future development of the business. Management defines capital as the Corporation’s shareholders’ equity and interest bearing debt. As at December 31, 2021, total managed capital was $ 769,754 [2020 – $830,876], comprised of shareholders’ equity attributable to equity holders of the Corporation of $762,447 [2020 – $782,502] and interest-bearing debt of $7,307 [2020 – 48,374]. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT The Corporation manages its capital structure and makes adjustments to it in light of economic conditions, the risk characteristics of the underlying assets and the Corporation’s working capital requirements. In order to maintain or adjust its capital structure, the Corporation, upon approval from its Board of Directors, may issue or repay long-term debt, issue shares, repurchase shares through the normal course issuer bid, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures, as well as capital and operating budgets. Based on current funds available and expected cash flow from operating activities, management believes that the Corporation has sufficient funds available to meet its liquidity requirements at any point in time. However, if cash from operating activities is lower than expected or capital costs for projects exceed current estimates, or if the Corporation incurs major unanticipated expenses, it may be required to seek additional capital in the form of debt or equity or a combination of both. There were no changes in the Corporation’s approach to capital management during the year. The Corporation must adhere to covenants in its operating credit facility. As at December 31, 2021, the Corporation was in compliance with these covenants. 34. CONTINGENT LIABILITIES AND COMMITMENTS In the ordinary course of business activities, the Corporation may be contingently liable for litigation and claims with, among others, customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required. Although, it is not possible to accurately estimate the extent of the potential costs and losses, if any, management believes, but can provide no assurance, that the ultimate resolution of such contingencies would not have a material adverse effect on the financial position of the Corporation. As at December 31, 2021, capital commitments in respect of purchase of property, plant and equipment totalled $4,948, all of which had been ordered. There were no other material capital commitments at the end of the year. 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unless otherwise stated, all amounts are in thousands of Canadian dollars) MAGELLAN 2021 ANNUAL REPORT BOARD OF DIRECTORS AND EXECUTIVE OFFICERS EXECUTIVE OFFICERS BOARD OF DIRECTORS COMMITTEES OF THE BOARD (1) Audit Committee Chairman: Bruce W. Gowan (2) Governance and Nominating Committee Chairman: Bruce W. Gowan (3) Human Resources and Compensation Committee Chairman: Steven Somerville (4) Environmental and Health & Safety Committee Chairman: Beth M. Budd Bandler (5) Pension Committee Chairman: Steven Somerville N. Murray Edwards Chairman Phillip C. Underwood President and Chief Executive Officer Elena M. Milantoni Chief Financial Officer and Corporate Secretary Haydn R. Martin Vice President, Business Development, Marketing and Contracts Jim G. Powell Vice President, North American Operations Jo-Ann C. Ball Vice President, Human Resources Karen Yoshiki-Gravelsins Vice President, Corporate Stewardship and Operational Excellence Ian Roberts Vice President, Information Technology, and Transformation N. Murray Edwards (5) Chairman Magellan Aerospace Corporation Mississauga, Ontario Phillip C. Underwood President and Chief Executive Officer Magellan Aerospace Corporation Mississauga, Ontario Beth M. Budd Bandler (2, 3, 4) President Beth Bandler Professional Corporation Dundas, Ontario Bruce W. Gowan (1, 2, 3) Corporate Director Huntsville, Ontario Larry G. Moeller (4) President Kimball Capital Corporation Calgary, Alberta Steven Somerville (1, 2, 3, 5) President Kerr Industries Limited Oshawa, Ontario James P. Veitch (1, 4, 5) Director, Secretary/Treasurer Private Consultancy Company Alberta, Canada 62 MAGELLAN 2021 ANNUAL REPORT OPERATING FACILITIES DIRECTORY & SHAREHOLDER INFORMATION CANADA 660 Berry Street, Winnipeg, Manitoba R3H 0S5 Tel: 204 775 8331 3160 Derry Road East, Mississauga, Ontario L4T 1A9 Tel: 905 673 3250 634 Magnesium Road, Haley, Ontario K0J 1Y0 Tel: 613 432 8841 975 Wilson Avenue, Kitchener, Ontario N2C 1J1 Tel: 519 893 7575 UNITED STATES 97–11 50th Avenue, New York, New York 11368 Tel: 718 699 4000 25 Aero Road, Bohemia, New York 11716 Tel: 631 589 2440 165 Field Street, West Babylon, New York 11704 Tel: 631 694 1818 20 Computer Drive, Haverhill, Massachusetts 01832 Tel: 978 774 6000 2320 Wedekind Drive, Middletown, Ohio 45042 Tel: 513 422 2751 5170 West Bethany Road, Glendale, Arizona 85301 Tel: 623 931 0010 5401 West Luke Avenue, Glendale, Arizona 85311 Tel: 623 939 9441 FRANCE ZAC des Florides Boulevard Jean-Loup Chrétien 13700 Marignane Tel: 33 4 42 10 80 80 UNITED KINGDOM Davy Way, Llay Industrial Estate, Llay, Wrexham LL12 0PG Tel: 01978 856600 Miners Road, Llay Industrial Estate, Llay, Wrexham LL12 0PJ Tel: 01978 856798 Rackery Lane, Llay, Wrexham LL12 0PB Tel: 01978 852101 510 Wallisdown Road, Bournemouth, Dorset BH11 8QN Tel: 01202 512405 11 Tullykevin Road Greyabbey, County Down BT22 2QE Tel: 02842 758231 Amy Johnson Way Blackpool Business Park, Blackpool, FY4 2RP Tel: 01253 345466 Colne Road, Kelbrook Lancashire, BB18 6SN Tel: 01282 844480 POLAND Wojska Polskiego 3 39–300 Mielec Tel: 017 773 8970 INDIA Plot No. 69 to 81 of Aerospace SEZ Sector Hitech Defence and Aerospace Park Devanahalli Bengaluru 562 110 Tel: 91 080 68281200 Plot #120, Antharasanahalli KIADB Industrial Area, Tumkuru Karnataka 572106 Tel: 91 081 62212132 CORPORATE OFFICE Magellan Aerospace Corporation 3160 Derry Road East Mississauga, Ontario, Canada L4T 1A9 Tel: 905 677 1889 Fax: 905 677 5658 www.magellan.aero For investor information: ir@magellan.aero AUDITORS Ernst & Young LLP Toronto, Ontario TRANSFER AGENT Computershare Investor Services Inc. Toronto, Ontario Tel: 1 800 564 6253 e-mail: service@computershare.com www.computershare.com STOCK LISTING Toronto Stock Exchange — TSX Common Shares — MAL ANNUAL MEETING The Annual Meeting of the Shareholders of Magellan Aerospace Corporation will be held on Tuesday, May 3, 2022, at 2:00 p.m. at Sheraton Gateway Hotel, Toronto International Airport, 6320 Silver Dart Drive, Mississauga, Ontario, L5P 1C4 63 MAGELLAN 2021 ANNUAL REPORT 

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