2 0 2 4 A N N U A L R E P O R T
Letter to Shareholders
Board of Directors
Management's Discussion and Analysis
Pollard Banknote Limited
Consolidated Financial Statements
of Pollard Banknote Limited
Corporate Information
CONTENTS
(1) See Non-GAAP measures for explanation
LETTER TO SHAREHOLDERS
Enclosed please find our 2024 Annual Report. 2024 was a significant year for
Pollard Banknote as a number of key milestones were reached. In addition to
achieving another record year for sales and Adjusted EBITDA(1), our ongoing
focus and investment in our proprietary in-house iLottery solution resulted in the
awarding of a key contract to provide our CatalystTM iLottery platform and
eInstant gaming portfolio to the Kansas Lottery. Subsequent to year end, on
February 13, 2025 our solution was successfully launched after the fastest
iLottery implementation in North American history. Our internally produced
eInstant games also went live during the year in Alberta and Ireland and are
currently being integrated for implementation in other lotteries for roll-out in 2025.
We are very confident of future success in further deployments of our iLottery
platform and eInstant portfolio in lotteries in North America and around the world.
Our strategy of repricing our instant ticket contracts continued to be successful
helping to drive improved gross margins throughout 2024. With the majority of
contracts now re-priced, incremental positive margin impact will continue through
2025 as a result of these higher priced contracts now being in effect for the entire
year.
Important acquisitions were made in our charitable games group, expanding our
product offering with the addition of the leading manufacturer of bingo markers,
Clarence J. Venne, LLC, and subsequent to year end the purchase of Pacific
Gaming, LLC, a leader in the provision of bingo electronics, handhelds, blowers,
point‐of‐sale systems, and bingo management systems. Our charitable games
group now provides the complete selection of products and solutions to assist
charities throughout North America in raising funds to support their good causes.
2024 financial highlights include achieving record sales of $557.1 million, up
7.1% from 2023. Combined sales(1) in the year, including our share of our
NeoPollard Interactive LLC joint venture sales, attained $665.9 million, up 10.9%
from $600.6 million in 2023. Net Income of $35.2 million was 12.1% higher than
2023 Net Income of $31.4 million. Our Adjusted EBITDA(1) attained a new
annual record of $114.5 million, up 25.4% from 2023. Cash flow from operating
activities generated $73.9 million compared to $64.6 million in 2023.
Our vision is clear. We will be the partner of choice to help our lottery and
charitable gaming customers responsibly grow revenue for good causes through
outstanding games, retail excellence and digital innovation. Built on our
foundational values of integrity, growth, collaboration and innovation, our over
2,500 employees take great pride in helping these organizations attain success
in reaching their goals within their communities. We thank all of our team
members for their focus and commitment in pursuing these objectives first
articulated at the founding of our company 118 years ago.
We also acknowledge our many customers, lottery and charitable organizations
throughout the world, for their emphasis on expanding and improving gaming in a
responsible way, reflecting a cornerstone of our vision. Our public shareholders
have been very supportive of our journey since our initial public offering back in
2005 and allow us to focus on our long-term growth objectives. Last, but certainly
not least, our Board of Directors, in particular our three independent Directors,
are always available to provide guidance and leadership as we continue to
execute our strategy.
We thank all of our stakeholders for their support, and we are looking forward to
continued success in 2025 and beyond.
Douglas Pollard
John Pollard
Co-Chief Executive Officer
Co-Chief Executive Officer
March 31, 2025
DIRECTORS OF POLLARD BANKNOTE LIMITED
Gordon Pollard
Executive Chair
Gordon Pollard joined Pollard Banknote in 1989 as Vice President, Marketing. He became
Co–Chief Executive Officer in 1997 and on May 1, 2011, was appointed Executive Chair of
the Board of Directors and is a former Director of the Manitoba Hydro Electric Board. Prior
to 1989, he practiced law with a major Manitoba firm specializing in corporate and securities
law. Mr. Pollard has an LL.B. from the University of Manitoba and a B.A. from the
University of Winnipeg.
Dave Brown
Dave Brown is an Executive Vice-President of Richardson Financial Group Limited and a
Managing Director of RBM Capital Limited (a private investment firm). Previously, he was
Chief Executive Officer of Richardson Capital Limited, the private equity arm of James
Richardson & Sons, Limited, the Corporate Secretary of James Richardson & Sons, Limited,
and a partner in the independent law and accounting firm of Gray & Brown. He also serves
as Independent Chair of the Board of Directors of Boyd Group Services Inc., as a Director of
RF Capital Group Inc. and is a former Director of the Manitoba Hydro Electric Board. He
has served various Manitoba charities including acting as Director of the Misericordia
Hospital and Pavilion Gallery Museum Inc. and as Co-chair of Major Donors for the
Children’s Hospital Foundation Capital Campaign. He graduated from the University of
Manitoba law school and is a Chartered Professional Accountant.
Lee Meagher
Lee Meagher founded Scootaround, Inc. in 1997, an international personal transportation
solutions company providing rentals, sales and service to the travelling public. She served as
its Chief Executive Officer from inception to 2019, when Scootaround merged its operations
with Whill Inc., a Tokyo based mobility device company. She currently serves as one of the
Directors of Scootaround Mobility Holdings Inc. and as Past Chair and Director of the Board
of CancerCare Manitoba Foundation. She also serves as a Director of the Pan Am Clinic
Foundation, sits on the Advisory Committee of The Co-Habit Project and is past Chair of the
St. Boniface Hospital Research Foundation. She holds a B.A. from the University of
Manitoba.
Carmele Peter
Carmele Peter is a Director of Exchange Income Corporation, where she was formerly
President from 2014 to 2024, and Chief Administrative Officer from 2012 to 2014. Prior to
joining Exchange Income Corporation, she practiced law for 23 years at the law firm of
Aikins, MacAulay & Thorvaldson LLP, where she specialized in transactional and tax work.
Ms. Peter was appointed K.C. in 2019. Ms. Peter also currently serves as a Director of James
Richardson & Sons, Limited, Chair of the Manitoba Civil Service Superannuation Fund and
is a member of the International Women’s Forum.
Douglas Pollard
Douglas Pollard joined Pollard Banknote in 1997 as Vice President, Lottery Management
Services and on May 1, 2011, was appointed Co–Chief Executive Officer. From 1997 to
1999 he was a Director and the General Manager of Imprimerie Spéciale de Banque, a
subsidiary of Pollard Banknote based in Paris, France. Prior to 1997 Mr. Pollard was a Senior
Consultant with PricewaterhouseCoopers. Mr. Pollard has an M.B.A. from The Richard Ivey
School of Business at the University of Western Ontario and a B.A. from the University of
Manitoba and is Chair of the Board of Directors of the Assiniboine Park Conservancy and
the Chair of the Board of Directors of the CancerCare Manitoba Foundation.
John Pollard
John Pollard joined Pollard Banknote in 1986 as Vice President, Finance. He became Co–
Chief Executive Officer in 1997. Prior to 1986, he was an associate with the accounting firm
Deloitte & Touche LLP. Mr. Pollard has a B.Comm. (Honours) from the University of
Manitoba and is a former member of the Institute of Chartered Accountants of Manitoba. He
serves as a Director of The Winnipeg Foundation and as President and Director of Pulford
Community Living Services Inc.
December 31, 2024
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024
2
March 10, 2025
This management’s discussion and analysis (“MD&A”) of Pollard Banknote Limited (“Pollard”) for the year
ended December 31, 2024, is prepared as at March 10, 2025, and should be read in conjunction with the
accompanying audited consolidated financial statements of Pollard and the notes therein as at December
31, 2024. Results are reported in Canadian dollars and have been prepared in accordance with IFRS
Accounting Standards (“GAAP” or “IFRS”).
Forward-Looking Statements
Certain statements in this report may constitute “forward-looking” statements which involve known and
unknown risks, uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed
or implied by such forward looking statements. When used in this document, such statements include
such words as “may,” “will,” “expect,” “believe,” “plan” and other similar terminology. These statements
reflect management’s current expectations regarding future events and operating performance and speak
only as of the date of this document. There should not be an expectation that such information will in all
circumstances be updated, supplemented or revised whether as a result of new information, changing
circumstances, future events or otherwise.
Use of Non-GAAP Financial Measures
Reference to “EBITDA” is to earnings before interest, income taxes, depreciation, amortization and
purchase accounting amortization. Reference to “Adjusted EBITDA” is to EBITDA before unrealized
foreign exchange gains and losses, and certain non-recurring items including severance costs, acquisition
costs, contingent consideration fair value adjustments and net insurance proceeds. Adjusted EBITDA is
an important metric used by many investors to compare issuers on the basis of the ability to generate
cash from operations and management believes that, in addition to net income, Adjusted EBITDA is a
useful supplementary measure.
Reference to “Combined sales” is to sales recognized under GAAP plus Pollard’s 50% proportionate share
of NeoPollard Interactive LLC’s (“NPi”) sales, its iLottery joint venture operation. Reference to “Combined
iLottery sales” is to sales recognized under GAAP for Pollard’s 50% proportionate share of its Michigan
Lottery joint iLottery operation plus Pollard’s 50% proportionate share of NPi’s sales, its iLottery joint
venture operation.
EBITDA, Adjusted EBITDA, Combined sales and Combined iLottery sales are measures not recognized
under GAAP and do not have a standardized meaning prescribed by GAAP. Therefore, these measures
may not be comparable to similar measures presented by other entities. Investors are cautioned that
EBITDA, Adjusted EBITDA, Combined sales and Combined iLottery sales should not be construed as
alternatives to net income or sales as determined in accordance with GAAP as an indicator of Pollard’s
performance or to cash flows from operating, investing and financing activities as measures of liquidity
and cash flows.
Basis of Presentation
The results of operations in the following discussions encompass the consolidated results of Pollard for
the years ended December 31, 2024 and 2023. All figures are in millions except for per share amounts.
3
POLLARD BANKNOTE LIMITED
Overview
Pollard is one of the leading providers of products and solutions to lottery and charitable gaming industries
throughout the world. Management believes Pollard is the largest provider of instant tickets based in
Canada and the second largest producer of instant tickets in the world. In addition, management believes
Pollard is also the second largest bingo paper and pull-tab supplier to the charitable gaming industry in
North America and, through our internal proprietary iLottery solution and our 50% joint venture, the
largest supplier of iLottery solutions to the U.S. lottery market.
Pollard produces and provides a comprehensive line of instant tickets and lottery products and services
including: licensed products, distribution, SureTrack® lottery management system, marketing, interactive
digital gaming, including mkodo’s world class game apps and GeoLocsTM, PlayOnTM loyalty programs, retail
management services, ScanACTIVTM, EasyVENDTM, lottery ticket dispensers and play stations and vending
machines. Pollard also offers its state-of-the-art iLottery solution, CatalystTM Gaming Platform, as well as
eInstant games from its digital games studio. In addition, Pollard’s charitable gaming product line includes
pull-tab (or break-open) tickets, bingo paper, pull-tab vending machines, ancillary products such as pull-
tab counting machines, bingo daubers and eTab systems marketed under the Diamond Game and
Compliant Gaming trade names.
Pollard’s lottery products are sold extensively throughout Canada, the United States and the rest of the
world, wherever applicable laws and regulations authorize their use. Pollard serves over 60 instant ticket
lotteries including a number of the largest lotteries throughout the world. Charitable gaming products are
mostly sold in the United States and Canada where permitted by gaming regulatory authorities. Pollard
serves a highly diversified customer base in the charitable gaming market of over 150 independent
distributors with the majority of revenue generated from repeat business.
Acquisition
On July 31, 2024, Pollard acquired 100% of the business of Clarence J. Venne, LLC (“Venne”) for a
purchase price of $12.6 million U.S. dollars ($17.4 million) prior to standard working capital adjustments.
Venne is one of the leading manufacturers of bingo daubers utilized primarily in the charitable gaming
bingo market. The purchase price was funded from Pollard’s credit facility and cash on hand.
Kansas iLottery contract
On August 26, 2024, Pollard announced it had been awarded its first contract in the United States to
provide a full turnkey iLottery solution for the Kansas Lottery, powered by its proprietary, omnichannel
Pollard Catalyst™ iLottery Gaming Platform, which was successfully launched on February 13, 2025.
Tariffs
Recently there has been uncertainty regarding the nature, extent and duration of various protectionist
trade measures including tariffs and possible counter tariffs that have been and may be enacted
within North America and the consequential impact on our cost structure. The structure of our business,
with significant manufacturing facilities and other businesses long established in both the U.S. and
Canada will help mitigate both cross border activity and material impacts on our financial results. We
have the ability to produce almost all of the products we sell to our U.S. customers in our U.S.
4
manufacturing facilities. We will continue to assess both the short-term and long-term impacts and
necessary countermeasures that can be undertaken to reduce the potential negative impacts.
5
The following financial information should be read in conjunction with the accompanying financial
statements of Pollard and the notes therein as at and for the year ended December 31, 2024.
December 31,
December 31,
December 31,
2024
2023
2022
Total Assets
$636.3
$515.7
$506.7
Total Non-Current Liabilities
$167.2
$139.5
$142.7
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
SELECTED FINANCIAL INFORMATION
(millions of dollars, except per share information)
Year ended
Year ended
Year ended
December 31,
2024
December 31,
2023(1)
December 31,
2022(1)
Sales
$557.1
$520.4
$483.7
Cost of sales
452.4
433.8
399.8
Gross profit
104.7
86.6
83.9
Gross profit as a % of sales
18.8%
16.6%
17.3%
Administration expenses
65.0
58.3
50.0
Administration expenses as a % of sales
11.7%
11.2%
10.3%
Selling expenses
22.4
20.7
17.4
Selling expenses as a % of sales
4.0%
4.0%
3.6%
NPi equity investment income
(52.6)
(39.1)
(22.3)
NPi equity investment income as a % of
sales
(9.4%)
(7.5%)
(4.6%)
Other expenses
0.1
0.7
4.6
Other expenses as a % of sales
0.0%
0.1%
1.0%
Unrealized foreign exchange (gain) loss
6.7
(2.0)
4.4
Unrealized foreign exchange (gain) loss
as a % of sales
1.2%
(0.4%)
0.9%
Net income
35.2
31.4
19.3
Net income as a % of sales
6.3%
6.0%
4.0%
Adjusted EBITDA
114.5
91.3
80.5
Adjusted EBITDA as a % of sales
20.6%
17.5%
16.6%
Net income per share (basic)
$1.30
$1.17
$0.72
Net income per share (diluted)
$1.28
$1.15
$0.71
6
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(millions of dollars)
Year ended
Year ended
Year ended
December 31,
2024
December 31,
2023
December 31,
2022
Net income
$35.2
$31.4
$19.3
Adjustments:
Amortization and depreciation
44.3
45.0
41.0
Interest
10.3
10.5
8.3
Income taxes
16.9
6.1
2.9
EBITDA
106.7
93.0
71.5
Unrealized foreign exchange
(gain) loss
6.7
(2.0)
4.4
Contingent consideration fair
value adjustment
(0.5)
0.5
4.6
Severance costs
1.3
–
–
Acquisition costs
0.3
–
–
Net insurance proceeds
–
(0.2)
–
Adjusted EBITDA
$114.5
$91.3
$80.5
PRODUCT LINE BREAKDOWN OF REVENUE
Year ended
Year ended
December 31,
2024
December 31,
2023
Lottery
75.2%
76.1%
Charitable
24.8%
23.9%
7
REVIEW OF OPERATIONS
Financial and operating information has been derived from, and should be read in conjunction with, the
consolidated financial statements of Pollard and the selected financial information disclosed in this MD&A.
ANALYSIS OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 2024
Sales
During the year ended December 31, 2024 (“Fiscal 2024” or “2024”), Pollard achieved sales of $557.1
million, compared to $520.4 million in the year ended December 31, 2023 (“Fiscal 2023” or “2023”).
Factors impacting the $36.7 million sales increase were:
The higher instant ticket average selling price in Fiscal 2024 increased sales by $25.3 million as compared
to 2023, primarily due to the change in customer mix and the impact of repriced contracts. This increase
was partially offset by the decrease in instant ticket sales volumes of $18.2 million as compared to 2023,
partly as a result of Pollard declining to produce certain lower margin work.
Higher sales of ancillary lottery products and services increased revenue by $15.7 million. This growth
was largely due to increased sales of licensed products, digital and loyalty products, retail merchandising
products and distribution services as compared to 2023.
Higher charitable eGaming (“eTab or eTabs”) revenue increased sales by $4.4 million in 2024 primarily
due to a higher number of eTab machines placed at bars, bingo halls and fraternal organizations as
compared to 2023. Also, higher charitable gaming volumes increased sales by $8.1 million in Fiscal 2024
predominately as a result of the acquisition of Venne in the third quarter of 2024. Further increasing
charitable sales in 2024 was the higher average selling price of charitable printed games which increased
sales by $0.4 million as compared to 2023.
Lower Michigan iLottery sales in 2024 decreased revenue by $1.7 million as compared to 2023.
During Fiscal 2024, Pollard generated approximately 70.7% (2023 – 70.5%) of its revenue in U.S. dollars
including a portion of international sales which are priced in U.S. dollars. During Fiscal 2024, the actual
U.S. dollar value was converted to Canadian dollars at $1.359, compared to a rate of $1.352 in Fiscal
2023. This 0.5% increase in the U.S. dollar value resulted in an approximate increase of $2.1 million in
revenue relative to Fiscal 2023. In addition, during 2024, the value of the Euro strengthened against the
Canadian dollar resulting in an approximate increase of $0.6 million in revenue relative to 2023.
International
19%
Canada
17%
United States
64%
Geographical Sales
Fiscal 2024
International
20%
Canada
17%
United States
63%
Geographical Sales
Fiscal 2023
8
Cost of sales and gross profit
Cost of sales was $452.4 million in Fiscal 2024 compared to $433.8 million in Fiscal 2023. The increase
of $18.6 million in cost of sales was primarily due to increased sales of ancillary lottery products and
eTabs. Also increasing cost of goods sold were the additional costs associated with higher charitable
gaming volumes and increased Pollard iLottery operational costs, including Kansas start-up related
expenditures. Partially offsetting these increases in cost of sales were the lower expenses resulting from
reduced instant ticket sales volumes as compared to 2023.
Gross profit increased to $104.7 million (18.8% of sales) in Fiscal 2024 compared to $86.6 million (16.6%
of sales) in Fiscal 2023. This increase of $18.1 million in gross profit and the increase in gross profit
percentage were primarily the result of higher instant ticket sales margins, largely as a result of the
higher instant ticket average selling price, as well as increased sales of eTabs, charitable products,
licensed products and retail merchandising products. Partially offsetting these increases was the reduction
in Michigan iLottery gross profit in 2024 and increased Pollard iLottery operational costs.
Administration expenses
Administration expenses increased to $65.0 million in Fiscal 2024 compared to $58.3 million in Fiscal
2023. The increase of $6.7 million was largely a result of increased compensation expenses, consulting
costs, software licensing costs and acquisition costs. Partially offsetting these increases was a decrease
in professional fees.
Selling expenses
Selling expenses increased to $22.4 million in Fiscal 2024 compared to $20.7 million in Fiscal 2023. The
increase of $1.7 million compared to 2023 was primarily due to higher compensation costs as well as the
expansion of our charitable gaming distribution business and the acquisition of Venne.
Equity investment income
Pollard’s share of income from NPi increased to $52.6 million in Fiscal 2024 from the $39.1 million in
Fiscal 2023. This $13.5 million increase was primarily due to increased organic growth achieved on
contracts held by NPi as compared to 2023. This growth was driven by greater gaming activity, in addition
to the continued strong eInstants sales in North Carolina following their launch in the fourth quarter of
2023.
Other expenses
Other expenses were $0.1 million in Fiscal 2024 compared to $0.7 million in Fiscal 2023. The 2024 other
expenses of $0.1 million was comprised of severance related costs of $1.3 million related to downsizing
a portion of our operational workforce as a result of the expiry of a lottery service contract in Europe,
mostly offset by $0.7 million of other income and $0.5 million contingent consideration fair value
adjustment.
The 2023 other expenses of $0.7 million was comprised of $0.4 million of other expenses plus a $0.5
million contingent consideration fair value adjustment expense, partially offset by $0.2 million from an
insurance settlement.
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Foreign exchange
The net foreign exchange loss was $7.4 million in Fiscal 2024 compared to a net foreign exchange gain
was $2.0 million in Fiscal 2023. The 2024 net foreign exchange loss of $7.4 million resulted from a net
unrealized foreign exchange loss of $6.7 million, primarily due to the increased Canadian equivalent value
of U.S. dollar denominated accounts payable and long-term debt due to the weakening of the Canadian
dollar relative to the U.S. dollar, partially offset by the unrealized gain on U.S. dollar denominated
accounts receivable. In addition, Pollard experienced a realized foreign exchange loss of $0.7 million
primarily due to foreign currency denominated accounts payable paid at unfavorable exchange rates,
which was partially offset by a realized foreign exchange gain mainly due to foreign currency denominated
accounts receivable being converted into Canadian dollars at favorable foreign exchange rates.
The 2023 net foreign exchange gain of $2.0 million resulted from a net unrealized foreign exchange gain
of $2.0 million, primarily due to the decreased Canadian equivalent value of U.S. dollar denominated
accounts payable and long-term debt due to the strengthening of the Canadian dollar relative to the U.S.
dollar, partially offset by the unrealized loss on U.S. dollar denominated accounts receivable. In addition,
Pollard experienced a realized foreign exchange gain primarily due to foreign currency denominated
accounts receivable being converted into Canadian dollars at favorable foreign exchange rates, which
was offset by a realized foreign exchange loss mainly due to foreign currency denominated accounts
payable paid at unfavorable exchange rates.
Adjusted EBITDA
Adjusted EBITDA increased to $114.5 million in Fiscal 2024 compared to $91.3 million in Fiscal 2023. The
primary reasons for the increase of $23.2 million were the increase in gross profit (net of amortization
and depreciation) of $17.4 million, the increase in equity investment income of $13.5 million and the
increase in other income (net of contingent consideration adjustment and severance related costs) of
$1.1 million. Partially offsetting these increases were the increase in administration expenses (net of
acquisition costs) of $6.4 million, the increase in selling expenses of $1.7 million and the increase in
realized foreign exchange losses of $0.7 million.
Interest expense
Interest expense decreased to $10.3 million in Fiscal 2024 from $10.5 million in Fiscal 2023, primarily as
a result of the decrease in interest accretion of $0.8 million on the discounted contingent consideration
liability relating to a previous acquisition and the decrease in average interest rates on long-term debt
outstanding as compared to 2023. Partially offsetting these decreases to interest expense was the impact
of more lease related interest expense in 2024 and the increase in average long-term debt outstanding
as compared to 2023.
Amortization and depreciation
Amortization and depreciation totaled $44.3 million during Fiscal 2024 which decreased from $45.0 million
during Fiscal 2023. The decrease of $0.7 million was primarily the result of certain property, plant and
equipment becoming fully depreciated.
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Income taxes
Income tax expense was $16.9 million in Fiscal 2024, an effective rate of 32.5%, which was higher than
our domestic rate of 27.0% due primarily to the effect of withholding and other taxes partially offset by
the effect of lower income tax rates in foreign jurisdictions.
Income tax expense was $6.1 million in Fiscal 2023, an effective rate of 16.3%, which was lower than
our domestic rate of 27.0% due primarily to the effect of lower income tax rates in foreign jurisdictions.
Net income
Net income increased to $35.2 million in Fiscal 2024 compared to net income of $31.4 million in Fiscal
2023. The main reasons for the increase of $3.8 million include the increase in gross profit of $18.1
million, the increase in equity investment income of $13.5 million and the decrease in other expenses of
$0.6 million. Partially offsetting these increases to net income were the increase in income tax expense
of $10.8 million, the increase in net foreign exchange loss of $9.4 million, the increase in administration
expenses of $6.7 million and the increase in selling expenses of $1.7 million.
Net income per share (basic and diluted) increased to $1.30 and $1.28 per share, respectively, in Fiscal
2024 from $1.17 and $1.15 per share, respectively, in Fiscal 2023.
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Joint Venture iLottery
Pollard and Neogames US LLP, a subsidiary of Aristocrat Interactive S.a r.l, (“Neogames”) together
provide iLottery services to certain North American lotteries. In 2013, Pollard was awarded an iLottery
contract from the Michigan Lottery. As a result, Pollard entered into a contract with Neogames to provide
its technology in return for a 50% financial interest in the operation. Under IFRS, Pollard recognizes its
50% share in the Michigan Lottery contract in its consolidated statements of income in sales and cost of
sales.
In 2014 Pollard, in conjunction with Neogames, established NeoPollard Interactive LLC (“NPi”) to provide
iLottery services for certain joint customer contracts, excluding the Michigan Lottery iLottery contract.
Under IFRS, Pollard accounts for its investment in its joint venture, NPi, as an equity investment. Under
the equity method of accounting, Pollard recognizes its share of the income and expenses of NPi
separately as equity investment income.
(millions of dollars)
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
2024
2024
2024
2024
2023
2023
2023
2023
2022
Sales – Pollard’s share
Michigan iLottery
$5.7
$6.0
$6.8
$7.1
$7.0
$7.2
$6.5
$7.3
$7.9
NPi
27.9
27.2 28.2
25.5
21.8
21.5
18.5
18.5
17.7
Combined iLottery sales
$33.6
$33.2
$35.0
$32.6
$28.8
$28.7
$25.0
$25.8
$25.6
Income before income taxes – Pollard’s share
Michigan iLottery
$1.3
$0.7
$2.1
$2.7
$2.5
$2.8
$1.8
$2.9
$2.9
NPi
12.6
13.6
14.1
12.2
11.0
11.1
8.8
8.2
8.3
Combined income before
income taxes – Pollard’s share
$13.9
$14.3
$16.2
$14.9
$13.5 $13.9
$10.6
$11.1
$11.2
Throughout 2023 and 2024, NPi’s contracts achieved strong organic growth, adding to sales and income
before taxes. In addition, quarterly sales and income before taxes are positively impacted during quarters
where substantial draw-based game (Powerball® and Mega Millions®) jackpots are awarded. In the third
and fourth quarters of 2024 income before income taxes from the Michigan iLottery was negatively
impacted by lower sales and further negatively impacted by certain one-time higher processing costs in
the third quarter.
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Liquidity and Capital Resources
Cash provided by operating activities
For the year ended December 31, 2024, cash flow provided by operating activities was $73.9 million
compared to cash flow provided by operating activities of $64.6 million in Fiscal 2023. Changes in the
non-cash working capital provided $1.7 million in cash in 2024 compared to $9.6 million of cash provided
in 2023. In Fiscal 2024, changes in the non-cash working capital increased cash flow from operations
due primarily to an increase in accounts payable and accrued liabilities and a decrease in accounts
receivable, partially offset by increases in contract assets, and prepaids. In Fiscal 2023, changes in the
non-cash working capital increased cash flow from operations due primarily to a decreases in accounts
receivable and inventory, and an increase to accounts payable and accrued liabilities, partially offset by
increases to contract assets and prepaids.
Cash used for interest payments increased to $9.8 million in 2024 as compared to $9.7 million in 2023.
Cash used for pension plan contributions increased to $4.8 million in 2024 as compared to $4.7 million
used in 2023. Cash used for income tax payments increased to $30.8 million in 2024 from $24.2 million
in 2023. Offsetting these uses of cash, Pollard received $52.6 million from our investment in our iLottery
joint venture in 2024 as compared to $39.1 million received in 2023.
Cash used for investing activities
For the year ended December 31, 2024, cash used for investing activities was $77.2 million compared to
$52.1 million used in the year ended December 31, 2023. In Fiscal 2024, Pollard used $28.4 million on
additions to intangible assets, $25.6 million on capital expenditures and $23.2 million for acquisitions.
In Fiscal 2023, Pollard used $23.5 million on additions to intangible assets, $14.6 million on capital
expenditures and $14.0 million for acquisitions, primarily relating to contingent consideration paid for a
previous acquisition.
Cash provided by financing activities
Cash provided by financing activities was $16.8 million for the year ended December 31, 2024, compared
to cash used for financing activities of $10.9 million for the year ended December 31, 2023. During Fiscal
2024, cash was provided by net proceeds from long-term debt received of $26.6 million. This cash inflow
was partially offset by lease principal payments of $5.6 million and dividend payments of $5.1 million
made during the year. During Fiscal 2023, lease principal payments of $6.7 million, dividend payments
of $4.3 million and repayments of long-term debt of $0.9 million were made during the year.
As at December 31, 2024, Pollard had unused credit facility of $139.9 million and $22.4 million in available
cash resources. These amounts, in addition to cash flow provided by operating activities, are available to
be used for future working capital requirements, contractual obligations, capital expenditures, dividends
and to assist in financing future acquisitions.
13
RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
SELECTED FINANCIAL INFORMATION
(millions of dollars, except per share amounts)
Three months ended Three months ended
December 31, 2024 December 31, 2023(1)
(unaudited)
(unaudited)
Sales
$140.3
$135.5
Cost of sales
117.9
110.7
Gross profit
22.4
24.8
Administration expenses
16.1
15.6
Selling expenses
5.3
5.6
Equity investment income
(12.6)
(11.0)
Other (income) expenses
(0.5)
0.6
Income from operations
14.1
14.0
Foreign exchange (gain) loss
4.4
(2.9)
Interest expense
2.7
2.6
Income before income taxes
7.0
14.3
Income taxes:
Current
14.6
5.1
Deferred reduction
(5.8)
(2.1)
8.8
3.0
Net income (loss)
($1.8)
$11.3
Adjustments:
Amortization and depreciation
11.6
11.5
Interest
2.7
2.6
Income taxes
8.8
3.0
EBITDA
$21.3
$28.4
Unrealized foreign exchange (gain) loss
4.2
(2.7)
Severance costs
0.2
–
Contingent consideration fair value adjustment
(0.5)
–
Adjusted EBITDA
$25.2
$25.7
Net income (loss) per share (basic)
($0.07)
$0.42
Net income (loss) per share (diluted)
($0.06)
$0.41
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
14
Sales
During the three months ended December 31, 2024, Pollard achieved sales of $140.3 million, compared
to $135.5 million in the three months ended December 31, 2023. Factors impacting the $4.8 million sales
increase were:
The higher instant ticket average selling price in the fourth quarter of 2024 increased sales by $2.7 million
as compared to 2023, primarily due to the impact of repriced contracts and the change in customer mix,
partially offset by a decrease in proprietary products. However, this increase to revenue was partially
offset by the decrease in instant ticket sales volumes of $7.9 million as compared to 2023, primarily as a
result of the timing of customer orders.
Higher sales of ancillary lottery products and services increased revenue by $3.8 million. This growth was
largely due to increased sales of licensed products, digital and loyalty products and distribution services
as compared to fourth quarter of 2023.
Higher charitable gaming volumes increased sales by $5.4 million in fourth quarter of 2024 predominately
as a result of the acquisition of Venne in the third quarter of 2024. Further increasing charitable sales in
2024 was the higher average selling price of charitable printed games, which increased sales by $0.9
million as compared to 2023, and higher eTab revenue of $0.6 million in 2024.
Lower Michigan iLottery sales decreased revenue in the fourth quarter of 2024 by $0.4 million as
compared to the fourth quarter of 2023.
During the three months ended December 31, 2024, Pollard generated approximately 70.1% (2023 –
64.9%) of its revenue in U.S. dollars including a portion of international sales which were priced in U.S.
dollars. During the fourth quarter of 2024, the actual U.S. dollar value was converted to Canadian dollars
at $1.362, compared to a rate of $1.370 during the fourth quarter of 2023. This 0.6% decrease in the
U.S. dollar value resulted in an approximate decrease of $0.6 million in revenue relative to 2023. In
addition, during the fourth quarter of 2024, the value of the Euro strengthened against the Canadian
dollar resulting in an approximate increase of $0.3 million in revenue relative to 2023.
Cost of sales and gross profit
Cost of sales was $117.9 million in the fourth quarter of 2024 compared to $110.7 million in the fourth
quarter of 2023. The increase of $7.2 million was primarily due to higher charitable gaming volumes,
increased sales of ancillary lottery products and instant ticket production inefficiencies. Also increasing
cost of goods sold was the increased Pollard iLottery operational costs, including Kansas start-up related
expenditures. Partially offsetting these increases in cost of sales was the lower expenses related to
reduced instant ticket sales volumes as compared to 2023.
Gross profit was $22.4 million (16.0% of sales) in the fourth quarter of 2024 compared to $24.8 million
(18.3% of sales) in the fourth quarter of 2023. This decrease of $2.4 million in gross profit and the
decrease in gross profit percentage were primarily the result of lower instant ticket sales margins, largely
as a result of the lower instant ticket volumes, and the impact of higher costs resulting from production
inefficiencies. Additionally, the reduction in Michigan iLottery gross profit and increased Pollard iLottery
operational costs in 2024 further reduced gross profit. Partially offsetting these decreases in gross profit
were increased charitable gaming products, including eTab, and digital and loyalty margins.
15
Our fourth quarter results, historically a lower quarter, were impacted negatively by three main factors:
Our Kansas iLottery contract went live February 13, 2025. In the fourth quarter of 2024, startup
and implementation costs were incurred during the implementation and roll out period which
negatively impacted our margins.
Our instant ticket margin was negatively impacted by much higher than usual spoilage on a very
unique group of high value games. While a certain level of spoilage is expected, the fourth quarter
was an unusual occurrence and magnitude and is not expected to reoccur going forward.
Our instant ticket volumes were lower than we anticipated with a number of orders moving out
of the fourth quarter due to the timing and requirements of several customers. The timing
variations experienced in the fourth quarter were unusual. Our sales volume outlook in 2025 is
to meet levels consistent with the overall volumes achieved in 2024.
Administration expenses
Administration expenses increased to $16.1 million in the fourth quarter of 2024 compared to $15.6
million in the fourth quarter of 2023. The increase of $0.5 million was largely a result of increased
compensation expenses and software licensing costs.
Selling expenses
Selling expenses decreased to $5.3 million in the fourth quarter of 2024 compared to $5.6 million in the
fourth quarter of 2023. The decrease was primarily due to lower compensation costs, including incentive
accruals, partially offset by the increase in selling expenses from the acquisition of Venne.
Equity investment income
Pollard’s share of income from NPi increased to $12.6 million in the fourth quarter of 2024 from the $11.0
million in the fourth quarter of 2023. This $1.6 million increase was primarily due to the continued strong
eInstants sales in North Carolina following their launch in the fourth quarter of 2023.
Other (income) expenses
Other income was $0.5 million in the fourth quarter of 2024 compared to other expenses of $0.6 million
in the fourth quarter of 2023. The 2024 other income of $0.5 million was comprised of $0.5 million of
contingent consideration fair value adjustment and $0.2 million of other income, partially offset by
severance related costs of $0.2 million related to downsizing a portion of our operational workforce as a
result of the expiry of a lottery service contract in Europe.
Foreign exchange
The net foreign exchange loss was $4.4 million in the fourth quarter of 2024 compared to a net foreign
exchange gain of $2.9 million in the fourth quarter of 2023. The 2024 net foreign exchange loss of $4.4
million resulted from a net unrealized foreign exchange loss of $4.2 million, primarily due to the increased
Canadian equivalent value of U.S. dollar denominated accounts payable and long-term debt due to the
weakening of the Canadian dollar relative to the U.S. dollar, partially offset by the unrealized gains on
U.S. dollar denominated accounts receivable. In addition, Pollard experienced a realized foreign exchange
loss of $0.2 million, which was primarily due to foreign currency denominated accounts payable paid at
16
unfavorable exchange rates, which was partially offset by a realized foreign exchange gain mainly due
to foreign currency denominated accounts receivable being converted into Canadian dollars at favorable
foreign exchange rates.
The 2023 net foreign exchange gain of $2.9 million resulted from a net unrealized foreign exchange gain
of $2.7 million, primarily due to the decreased Canadian equivalent value of U.S. dollar denominated
accounts payable and long-term debt due to the strengthening of the Canadian dollar relative to the U.S.
dollar, partially offset by the unrealized loss on U.S. dollar denominated accounts receivable. In addition,
Pollard experienced a realized foreign exchange gain of $0.2 million, which was primarily due to foreign
currency denominated accounts receivable being converted into Canadian dollars at favorable foreign
exchange rates, partially offset by foreign currency denominated accounts payable paid at unfavorable
exchange rates.
Adjusted EBITDA
Adjusted EBITDA decreased to $25.2 million in the fourth quarter of 2024 compared to $25.7 million in
the fourth quarter of 2023. The primary reasons for the decrease of $0.5 million were the decrease in
gross profit (net of amortization and depreciation) of $2.3 million, the increase in realized foreign
exchange loss of $0.4 million and the increase in administration expenses of $0.5 million. Partially
offsetting these decreases to Adjusted EBITDA were the increase in equity investment income of $1.6
million, the increase in other income (net of contingent consideration adjustment and severance related
costs) of $0.8 million and the decrease in selling expenses of $0.3 million.
Interest expense
Interest expense increased to $2.7 million in the fourth quarter of 2024 from $2.6 million in the fourth
quarter of 2023, primarily as a result of the increase in average long-term debt outstanding as compared
to 2023, partially offset by the decrease in average interest rates on long-term debt outstanding.
Amortization and depreciation
Amortization and depreciation totaled $11.6 million during the fourth quarter of 2024 similar to $11.5
million during the fourth quarter of 2023.
Income taxes
Income tax expense was $8.8 million in the fourth quarter of 2024, an effective rate of 125.2%, which
was higher than our domestic rate of 27.0% due primarily to the effect of withholding and other taxes.
Income tax expense was $3.0 million in the fourth quarter of 2023, an effective rate of 21.0%, which
was lower than our domestic rate of 27.0% due primarily to the effect of lower income tax rates in foreign
jurisdictions and the impact of the capital gains rate.
Net income (loss)
Net loss was $1.8 million in the fourth quarter of 2024 compared to net income of $11.3 million in the
fourth quarter of 2023. The main reasons for the change of $13.1 million were the increase in net foreign
exchange loss of $7.3 million, the increase in income tax expense of $5.8 million, the decrease in gross
profit of $2.4 million and the increase in administration expenses of $0.5 million. Partially offsetting these
17
increases to the net loss were the increase in equity investment income of $1.6 million, the increase in
other income of $1.1 million and the decrease in selling expenses of $0.3 million.
Net loss per share (basic and diluted) was $0.07 and $0.06 per share, respectively, in the fourth quarter
of 2024 compared to net income of $0.42 and $0.41 per share, respectively, (basic and diluted) in the
fourth quarter of 2023.
Quarterly Information
(unaudited)
(millions of dollars, except for per share amounts)
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
2024
2024
2024
2024
2023
2023
2023
2023
2022
Sales(1)
$140.3
$153.2
$137.8
$125.7
$135.5
$129.1
$130.8
$125.1
$127.3
Adjusted EBITDA
25.2
33.3
32.3
23.7
25.7
24.8
22.1
18.6
22.4
Net income (loss)
(1.8)
18.2
11.9
6.9
11.3
7.7
7.5
4.8
10.5
Net income (loss)
per share - basic
(0.07)
0.67
0.44
0.26
0.42
0.29
0.28
0.18
0.39
18
Working Capital
Net non-cash working capital varies throughout the year based on the timing of individual sales
transactions and other investments. The nature of the lottery industry is few individual customers who
generally order large dollar value transactions. As such, the change in timing of a few individual orders
can significantly impact the amount required to be invested in inventory or receivables at a particular
period end. The high value, low volume of transactions results in some significant volatility in non-cash
working capital, particularly during a period of changing volumes. Similarly, the timing of the completion
of the sales cycle through collection can significantly impact non-cash working capital.
Instant tickets are produced specifically for individual clients resulting in a limited investment in finished
goods inventory. Customers are predominantly government agencies, which result in regular payments.
There are a limited number of individual customers, and therefore the net investment in working capital
is managed on an individual customer by customer basis, without the need for company-wide
benchmarks.
The overall impact of seasonality does not have a material impact on the carrying amounts in working
capital.
As at December 31, 2024, Pollard’s investment in non-cash working capital decreased $1.7 million
compared to December 31, 2023, primarily to an increase in accounts payable and accrued liabilities and
a decrease in accounts receivable, partially offset by increases in contract assets, and prepaid expenses
and deposits.
December 31, December 31,
2024
2023
Working Capital
$95.9
$81.8
Total Assets
$636.3
$515.7
Total Non-Current Liabilities
$167.2
$139.5
Credit Facility
Pollard’s credit facility was renewed effective December 31, 2024. The credit facility provides loans of up
to $155.0 million for its Canadian operations and US$95.0 million for its U.S. subsidiaries. The credit
facility also includes an accordion feature which can increase the facility by $50.0 million. The borrowings
for the Canadian operations can be denominated in Canadian or U.S. dollars, to a maximum of $155.0
million Canadian equivalent. Borrowings under the credit facility bear interest at fixed and floating rates
based on Canadian and U.S. prime bank rates, Canadian Dollar Offered Rate (“CDOR”) or Secured
Overnight Financing Rate (“SOFR”). At December 31, 2024, the outstanding letters of guarantee drawn
under the credit facility were $0.1 million. The remaining balance available for drawdown under the credit
facility was $139.9 million.
Under the terms and conditions of the credit facility agreement Pollard is required to maintain certain
financial covenants including our debt service coverage ratio and debt to income before interest, income
taxes, amortization, depreciation and certain other items ratio. As at December 31, 2024, Pollard was in
compliance with all financial covenants.
Pollard’s credit facility is secured by a first security interest in all of the present and after acquired property
of Pollard. Under the terms of the agreement the facility is committed for a four-year period, renewable
19
December 31, 2028. Principal payments are not required until maturity. The facility can be prepaid
without penalties.
Pollard believes that its credit facility and ongoing cash flow from operations will be sufficient to allow it
to meet ongoing requirements for investment in capital expenditures, working capital, dividends and
acquisitions.
Economic Development Canada (“EDC”) Facility
Effective November 29, 2024, Pollard renewed its annual agreement with EDC. This agreement provides
a €15.0 million facility whereby Pollard can issue qualifying letters of credit against the EDC facility. The
facility is guaranteed by a general indemnity from Pollard. As of December 31, 2024, the outstanding
letters of credit drawn on this facility were $13.4 million (€9.0 million). As of December 31, 2023, the
outstanding letters of credit drawn on this facility were $14.7 million (€10.1 million).
Outstanding Share Data
As at December 31, 2024, outstanding share data was as follows:
Common shares
27,061,419
As at March 10, 2025, outstanding share data was as follows:
Common shares
27,067,669
Share Options
Under the Pollard Banknote Limited Stock Option Plan the Board of Directors has the authority to grant
options to purchase common shares to eligible persons and to determine the applicable terms. The
aggregate maximum number of common shares available for issuance from Pollard’s treasury under the
Option Plan is 2,354,315 common shares. As at December 31, 2024, the total share options issued and
outstanding were 381,250.
Dividends
On March 10, 2025, the Board of Directors declared a dividend of $0.05 per common share payable on
April 15, 2025, for the quarter ending March 31, 2025.
Contractual Obligations
The following table outlines a schedule by year of contractual obligations outstanding, including related
interest payments:
(millions of dollars)
Total
2025
2026
2027
2028
2029 &
thereafter
Long-term debt
$183.7
$8.0
$8.0
$7.9
$159.8
$ –
Lease liabilities
19.3
6.1
5.2
4.1
2.8
1.1
Total
$203.0
$14.1
$13.2
$12.0
$162.6
$1.1
20
Pension Obligations
Pollard sponsors four non-contributory defined benefit pension plans, of which three are final pay plans
and one is a flat benefit plan. As of December 31, 2024, the aggregate fair value of the assets of Pollard’s
defined benefit pension plans was $107.1 million and the accrued benefit plan obligations were $101.2
million. Pollard’s total annual funding contribution for its defined pension plans in 2025 is expected to be
approximately $1.3 million, compared to $2.9 million in 2024.
Off-Balance Sheet Arrangements
Aside from our short-term and low value leases, Pollard has no other off-balance sheet arrangements.
Related Party Transactions
The Control Group and affiliates
During the year ended December 31, 2024, Pollard paid property rent of $2.3 million (2023 - $3.0 million)
and $0.7 million (2023 - $0.5 million) in plane charter costs to affiliates of the Control Group.
During the year ended December 31, 2024, the Control Group paid Pollard $0.07 million (2023 - $0.07
million) for accounting and administration fees.
At December 31, 2024, Pollard owed the Control Group and its affiliates $0.8 million (2023 - $0.1 million)
for rent, expenses and other items. Included within property, plant and equipment and lease liabilities
on the consolidated statement of financial position are right-of-use assets and corresponding liabilities
for premises leased to Pollard from the Control Group. As at December 31, 2024, the net book value of
the right-of-use assets was $7.1 million (2023 - $5.5 million) and the present value of the lease liabilities
was $7.4 million (2023 - $5.5 million).
Material Accounting Policies and Estimates
Described in the notes to Pollard’s 2024 audited consolidated financial statements are the accounting
policies and estimates that Pollard believes are critical to its business. Please refer to note 2 (c) to the
audited consolidated financial statements for the year ended December 31, 2024, for a discussion of the
significant accounting estimates and judgements.
Future Changes in Accounting Policies
Described in the notes to Pollard’s 2024 audited consolidated financial statements are the future
accounting standards that Pollard believes are potentially applicable to its business. Please refer to note
4 in the audited consolidated financial statements for the year ended December 31, 2024 for a summary.
Industry Risks and Uncertainties
Pollard is exposed to numerous risks and uncertainties which are described in this MD&A and Pollard’s most
recent Annual Information Form dated March 10, 2025, which is available under Pollard’s profile on SEDAR+
(www.sedarplus.ca).
21
Financial Instruments
Pollard has exposure to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Currency risk
Interest rate risk
Pollard’s risk management policies are established to identify and analyze the risks, to set appropriate risk
limits and controls to monitor risks and adherence to limits. The Audit Committee oversees how
management monitors compliance with Pollard’s risk management policies and procedures. The Audit
Committee is assisted in its oversight role by Internal Audit, who undertakes regular reviews of risk
management controls and utilizes the annual risk assessment process as the basis for the annual internal
audit plan.
Risk Exposure
Currency risk
Pollard sells a significant portion of its products and services to customers in the United States and to
some international customers where sales are denominated in U.S. dollars. In addition, a significant
portion of its cost inputs are denominated in U.S. dollars. Pollard also generates revenue in currencies
other than the Canadian and U.S. dollar, primarily in Euros.
Translation differences arise when foreign currency monetary assets and liabilities are translated at
foreign exchange rates that change over time.
Interest rate risk
Pollard is exposed to interest rate risk relating to its fixed and floating rate instruments. Fluctuation in
interest rates will have an effect on the valuation and repayment of these instruments.
Credit risk
Credit risk is the risk of financial loss if a customer or counterpart to a financial instrument fails to meet its
financial obligations.
Liquidity risk
Liquidity risk is the risk that Pollard will not be able to meet its financial obligations as they fall due.
Risk Management
Currency risk
Pollard utilizes a number of strategies to mitigate its exposure to currency risk. Six manufacturing facilities
are located in the U.S. and a significant amount of cost inputs for all production facilities are denominated
in U.S. dollars, offsetting a large portion of the U.S. dollar revenue in a natural hedge.
22
Translation differences arise when foreign currency monetary assets and liabilities are translated at
foreign exchange rates that change over time. As at December 31, 2024, the amount of financial assets
denominated in U.S. dollars exceeded the amount of financial liabilities denominated in U.S. dollars by
approximately $14.9 million. As at December 31, 2023, the amount of financial liabilities denominated in
U.S. dollars exceeded the amount of financial assets denominated in U.S. dollars by approximately $86.1
million. A 50 basis point weakening/strengthening in the value of the Canadian dollar relative to the U.S.
dollar would result in a decrease/increase in income before taxes of approximately $0.07 million for the
year ended December 31, 2024 (2023 - $0.4 million).
Pollard also uses financial hedges, including foreign currency contracts, to help manage foreign currency
risk. At December 31, 2024, and at December 31, 2023, Pollard had no outstanding foreign currency
contracts.
Interest rate risk
A 50 basis point decrease/increase in interest rates would result in an increase/decrease in income before
income taxes of approximately $0.8 million for the year ended December 31, 2024 (2023 - $0.6 million).
Credit risk
Credit risk on Pollard’s accounts receivable is minimized as accounts receivable are mainly from
governments and their agencies. They are generally collected in a relatively short period of time. Credit
risk on foreign currency contracts is minimized since the counterparties are restricted to Schedule 1
Canadian financial institutions.
Liquidity risk
Pollard’s approach is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due. The estimated 2025 requirements for capital expenditures, working capital and
dividends are expected to be financed from cash flow provided by operating activities and the unused
portion of Pollard’s credit facility. Pollard enters into contractual obligations in the normal course of
business operations.
Outlook
Retail sales of instant tickets are expected to remain at the levels we have experienced in the last few
years, after the very significant growth experienced during 2020 and 2021. Strong interest remains in
specialized higher value instant tickets and higher retail price points. Charitable gaming markets for both
printed products and eTabs also continues to show strong demand. Digital and electronic gaming
solutions across all sectors continues to be of growing interest to lotteries and charitable organizations.
Our repricing strategy for our rebid instant ticket contracts has been very successful since being
introduced in early 2022, with a majority of our contracts now repriced. 2025 will see the full impact of
these higher average selling prices as all of these repriced contracts are now in force, providing a positive
impact on our gross margins.
Overall 2025 sales volumes of our instant tickets is expected to be similar to 2024 volumes, given
expected steady overall retail sales and continued discretion of not pursuing incremental volumes that
do not generate sufficient margins due to lower pricing.
23
On February 13, 2025, we successfully launched our iLottery solution for the Kansas Lottery, our first U.S
implementation for our proprietary CatalystTM Gaming Platform, including exclusive gaming content from
our internal Game Studio. Ongoing interest in iLottery continues in both new opportunities for lottery
jurisdictions as well as existing iLottery operations looking to replace end of life older technology with
more modern solutions. The sales lifecycle process for these large complex technology solutions is long,
often involving extended assessment periods, formal requests for information and requests for proposals.
We remain actively engaged in a number of opportunities and will leverage the success of our Kansas
implementation to further promote the advantages of our CatalystTM Gaming Platform and eInstant game
portfolio. CatalystTM offers a state-of-the-art solution that delivers a complete central gaming system,
providing the infrastructure platform for both iLottery sales and traditional sales at retail locations. The
success of our internally developed Pollard iLottery solution provides an important complement to the
ongoing success of our 50% owned iLottery joint venture.
While we remain very optimistic about all aspects of our business, there is uncertainty regarding the
nature, extent and duration of various protectionist trade measures including tariffs that have been and
may be enacted within North America. We believe the current structure of our business model, including
extensive manufacturing facilities located within both Canada and U.S., will help mitigate any negative
impact as we have the ability to produce almost all of the products we sell to our U.S. customers in our
U.S manufacturing facilities. We will continue to monitor developments and assess any additional short
and long term measures that can be taken to moderate any potential negative impacts.
Key acquisitions have been an important strategy in our success, and this continued in 2024 with the
addition of Clarence J. Venne, LLC to the Pollard Charitable Gaming Group. We will continue to be active
in identifying and acquiring key businesses that are both strategically important in expanding our offerings
and business operations, and generating appropriate financial returns. Areas of focus include expanding
our reach in the chartable gaming area as well as increasing our technological expertise across our
gaming portfolio.
Significant investments were made in additional capital expenditures during 2024 including software
development as we looked to take advantage of current opportunities. Going forward we will continue
in this more aggressive investment mode with continued upgrades to our printed product presses,
significant build up in the numbers of our state-of-the-art ICON eTab machines, expanded development
of game content for both eTabs and eInstant games, and ongoing development of our CatalystTM Gaming
Platform.
As our business continues to generate very strong cashflow, these investments will primarily be financed
via internally generated cashflow, with the significant available capacity in our newly renewed debt facility
available to fund any required additional requirements.
We are very proud of the achievements attained during 2024 and are very confident of continued growth
in 2025. Strong demand across all of our markets, improving margins in our core instant ticket markets,
growing charitable gaming markets, and key milestone successes in the important iLottery sector provide
the foundation for a successful 2025 as we continue to be the partner of choice of lotteries and charitable
gaming organizations around the world.
Disclosure Controls and Procedures
Under National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings,”
issuers are required to document the conclusions of the Chief Executive Officer and Chief Financial Officer
(the “Certifying Officers”) regarding the design of the disclosure controls and procedures. Pollard’s
24
management, with the participation of the Certifying Officers of Pollard, has concluded that the design
of the disclosure controls and procedures as defined in National Instrument 52-109 are designed
appropriately and are effective at providing reasonable assurance of achieving the disclosure objectives.
Internal Controls over Financial Reporting
Under National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings,”
issuers are required to document the conclusions of the Certifying Officers regarding the design of the
internal controls over financial reporting. Management used the Internal Control – Integrated Framework
published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) as
the control framework in designing its internal controls over financial reporting. Pollard’s management,
with the participation of the Certifying Officers of Pollard, has concluded that the design of the internal
controls over financial reporting as defined in National Instrument 52-109 are designed appropriately and
are effective at providing reasonable assurance of achieving the financial reporting objectives.
Pollard has limited its design of ICFR to exclude controls, policies and procedures of Venne, as it was
acquired not more than 365 days before the end of the financial period to which this MD&A relates.
No changes were made in Pollard’s internal control over financial reporting during the year ended
December 31, 2024, that have materially affected, or are reasonably likely to materially affect, Pollard’s
internal control over financial reporting.
Additional Information
Shares of Pollard Banknote Limited are traded on the Toronto Stock Exchange under the symbol PBL.
Additional information relating to Pollard, including the Audited Consolidated Financial Statements and
the Annual Information Form for the year ended December 31, 2024, is available on SEDAR+ at
www.sedarplus.ca.
Pollard Banknote Limited
140 Otter Street
Winnipeg, Manitoba R3T 0M8
(204) 474-2323
www.Pollardbanknote.com
Management’s Report
The accompanying consolidated financial statements and all the information contained in the annual report
of Pollard Banknote Limited (“Pollard”) are the responsibility of management and have been approved by
the Board of Directors of Pollard. Financial and operating data elsewhere in the annual report is consistent
with the information contained in the financial statements. The financial statements and all other
information have been prepared by management in accordance with Canadian generally accepted
accounting principles. The financial statements include some amounts and assumptions based on
management’s best estimates which have been derived with careful judgment.
In fulfilling its responsibilities, management of Pollard has developed and maintains a system of internal
accounting controls. These controls are designed to ensure that the financial records are reliable for
preparing the financial statements. The Board of Directors of Pollard carries out its responsibility for the
financial statements through the Audit Committee. The Audit Committee reviews Pollard’s annual
consolidated financial statements and recommends their approval by the Board of Directors. The auditors
have full access to the Audit Committee with and without management present.
The consolidated financial statements have been audited by KPMG LLP Chartered Accountants, whose
opinion is contained in this annual report.
“John Pollard”
“Robert Rose”
JOHN POLLARD
ROBERT ROSE
Co-Chief Executive Officer
Chief Financial Officer
March 10, 2025
Consolidated Financial Statements of
POLLARD BANKNOTE
LIMITED
Years ended December 31, 2024 and 2023
KPMG LLP
1900 - 360 Main Street
Winnipeg MB
R3C 3Z3
Telephone (204) 957-1770
Fax (204) 957-0808
www.kpmg.ca
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG Canada provides services to KPMG LLP.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Pollard Banknote Limited
Opinion
We have audited the consolidated financial statements of Pollard Banknote Limited (the “Entity”),
which comprise the consolidated statements of financial position as at December 31, 2024 and
December 31, 2023, the consolidated statements of income, comprehensive income, changes in
equity and cash flows for the years then ended, and notes to the financial statements, including
a summary of material accounting policy information (hereinafter referred to as the “financial
statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated financial position of the Entity as of December 31, 2024 and December 31, 2023,
and its consolidated financial performance and its consolidated cash flows for the years then
ended in accordance with IFRS Accounting Standards as issued by The International Accounting
Standards Board (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 Financial Statements” section of our auditor’s report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to
our audit of the financial statements in Canada, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements for the year ended December 31, 2024. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated
in our auditor’s report.
Evaluation of the goodwill impairment analysis for cash generating units
Description of the matter
We draw attention to Notes 2(c), 3(l) and 11 to the financial statements. The goodwill balance as
of December 31, 2024, was $122,377 thousand related to the Lotteries, Charitable gaming and
Retail cash generating units and groups of cash generating units (CGUs). The Entity performs
goodwill impairment testing at least on an annual basis. This requires an estimation of the
recoverable amount of each CGU based on the greater of the “value in use” or “fair value less
costs to sell” of the CGU. The determination of each of these amounts require the Entity to make
significant estimates and assumptions which include projected revenue and discount rates.
Why the matter is a key audit matter
We identified the evaluation of the goodwill impairment analysis for the CGUs as a key audit
matter. This matter represented an area of significant risk of misstatement given the magnitude
of the goodwill balance. This matter required significant auditor judgment in evaluating the results
of our audit procedures due to the high degree of estimation uncertainty involved in the Entity’s
estimates and assumptions.
How the matter was addressed in the audit
The primary procedures we performed to address this key audit matter included the following:
We compared the Entity’s historical revenue estimates to actual results to assess the Entity’s
ability to accurately project revenue assumptions.
We evaluated the Entity’s projected revenue assumptions by comparing those assumptions to
the Entity’s expected growth rates. We took into account changes in conditions and events
affecting each CGU to assess the adjustments or lack of adjustments made in arriving at projected
revenue.
We involved valuation professionals with specialized skills and knowledge to assist in assessing
the discount rates used in the estimated recoverable amounts, by comparing them to discount
rate ranges that were independently developed using publicly available information for
comparable entities.
Other Information
Management is responsible for the other information. Other information comprises:
•
the information included in Management’s Discussion and Analysis filed with the
relevant Canadian Securities Commissions.
•
the information, other than the financial statements and the auditor’s report
thereon, included in a document likely to be entitled “2024 Annual Report”.
Our opinion on the financial statements does not cover the other information and we do not and
will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
We obtained the information included in Management’s Discussion and Analysis filed with the
relevant Canadian Securities Commissions as at the date of this auditor’s report. If, based on the
work we have performed on this other information, we conclude that there is a material
misstatement of this other information, we are required to report that fact in the auditor’s report.
We have nothing to report in this regard.
The information, other than the financial statements and the auditor’s report thereon, included in
a document likely to be entitled “2024 Annual Report” is expected to be made available to us
after the date of this auditor’s report. If, based on the work we will perform on this
other information, we conclude that there is a material misstatement of this other information,
we are required to report that fact to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements
in accordance with IFRS, and for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity’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 Entity or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we
exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Entity’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 Entity’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 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 Entity to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
•
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.
•
Provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the group Entity to express an opinion on the financial statements.
We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
•
Determine, from the matters communicated with those charged with governance, those
matters that were of most significance 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
auditor’s report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Chartered Professional Accountants
The engagement partner on the audit resulting in this auditor’s report is Austin Abas.
Winnipeg, Canada
March 10, 2025
Pollard Banknote Limited
Consolidated Statements of Financial Position
(In thousands of Canadian dollars)
December 31,
2024
December 31,
2023(1)
Assets
Current assets
Cash
$
22,360
$
8,411
Restricted cash
37,413
20,905
Accounts receivable
79,119
75,676
Contract assets
12,305
7,159
Inventories (note 6)
67,454
60,509
Prepaid expenses and deposits
12,240
8,142
Income taxes receivable
–
2,401
Total current assets
230,891
183,203
Non-current assets
Long-term assets (note 7)
11,127
7,783
Property, plant and equipment (note 8)
113,195
100,530
Equity investment (note 10)
415
518
Goodwill (note 11)
122,377
110,982
Intangible assets (note 12)
128,034
103,931
Deferred income taxes (note 13)
24,458
8,766
Pension asset (note 15)
5,811
–
Total non-current assets
405,417
332,510
Total assets
$
636,308
$
515,713
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
Pollard Banknote Limited
Consolidated Statements of Financial Position
(In thousands of Canadian dollars)
December 31,
2024
December 31,
2023
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities
$
120,388
$
92,231
Dividends payable
1,353
1,079
Income taxes payable
3,942
52
Current portion lease liabilities (note 9)
5,215
4,675
Current portion contract liabilities (note 18)
4,115
3,372
Total current liabilities
135,013
101,409
Non-current liabilities
Lease liabilities (note 9)
12,253
12,872
Deferred income taxes (note 13)
1,656
2,701
Long-term debt (note 14)
151,056
119,687
Contract liabilities (note 18)
796
881
Other non-current liabilities
1,400
767
Pension liability (note 15)
–
2,592
Total non-current liabilities
167,161
139,500
Shareholders’ equity
Share capital (note 16)
152,011
150,711
Reserves
24,127
4,450
Retained earnings
157,996
119,643
Total shareholders’ equity
334,134
274,804
Commitments and contingencies (note 17)
Total liabilities and shareholders’ equity
$
636,308
$
515,713
See accompanying notes to consolidated financial statements.
On behalf of the Board:
“Dave Brown” Director
“John Pollard” Director
Pollard Banknote Limited
Consolidated Statements of Income
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31
2024
2023(1)
Sales (note 18)
$
557,099
$
520,441
Cost of sales
452,377
433,860
Gross profit
104,722
86,581
Administration
64,950
58,296
Selling
22,399
20,678
Equity investment income (note 10)
(52,580)
(39,055)
Other expenses (note 19)
145
646
Income from operations
69,808
46,016
Finance costs (note 20)
20,162
13,404
Finance income (note 20)
(2,487)
(4,930)
Income before income taxes
52,133
37,542
Income taxes (note 13)
Current
37,081
23,135
Deferred reduction
(20,146)
(17,011)
16,935
6,124
Net income
$
35,198
$
31,418
Net income per share – basic (note 21)
$
1.30 $
1.17
Net income per share – diluted (note 21)
$
1.28
$
1.15
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
See accompanying notes to consolidated financial statements.
Pollard Banknote Limited
Consolidated Statements of Comprehensive Income
(In thousands of Canadian dollars)
Years ended December 31
2024
2023
Net income
$
35,198
$
31,418
Other comprehensive income (loss):
Items that are or may be reclassified to profit and loss:
Foreign currency translation differences – foreign
operations
19,677
(4,463)
Items that will never be reclassified to profit and loss:
Defined benefit plans remeasurements, net of
income taxes (note 13 & note 15)
8,196
(1,392)
Other comprehensive income (loss)
27,873
(5,855)
Comprehensive income
$
63,071
$
25,563
See accompanying notes to consolidated financial statements.
Pollard Banknote Limited
Consolidated Statements of Changes in Equity
(In thousands of Canadian dollars)
Year ended December 31, 2024
Share
capital
Translation
reserve
Retained
earnings
Total
equity
Balance at December 31, 2023
$
150,711
4,450
119,643
274,804
Net income
–
–
35,198
35,198
Other comprehensive income
Foreign currency translation differences –
foreign operations
–
19,677
–
19,677
Defined benefit plans remeasurements, net
of income taxes (note 13 & note 15)
–
–
8,196
8,196
Total other comprehensive income
$
–
19,677
8,196
27,873
Total comprehensive income
$
–
19,677
43,394
63,071
Issue of common shares (note 16)
$
1,300
–
(261)
1,039
Share based compensation
–
–
631
631
Dividends (note 16)
–
–
(5,411)
(5,411)
Balance at December 31, 2024
$
152,011
24,127
157,996
334,134
Year ended December 31, 2023
Share
capital
Translation
reserve
Retained
earnings
Total
equity
Balance at December 31, 2022
$
149,849
8,913
93,172
251,934
Net income
–
–
31,418
31,418
Other comprehensive loss
Foreign currency translation differences –
foreign operations
–
(4,463)
–
(4,463)
Defined benefit plans remeasurements, net
of income taxes
–
–
(1,392)
(1,392)
Total other comprehensive loss
–
(4,463)
(1,392)
(5,855)
Total comprehensive income (loss)
$
–
(4,463)
30,026
25,563
Issue of common shares
$
862
–
(172)
690
Share based compensation
–
–
927
927
Dividends
–
–
(4,310)
(4,310)
Balance at December 31, 2023
$
150,711
4,450
119,643
274,804
See accompanying notes to consolidated financial statements.
Pollard Banknote Limited
Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)
Years ended December 31
2024
2023(1)
Cash increase (decrease)
Operating activities
Net income
$
35,198
$
31,418
Adjustments
Income taxes expense
16,935
6,124
Amortization and depreciation
44,242
44,990
Interest expense
10,287
10,517
Unrealized foreign exchange (gain) loss
6,709
(1,974)
Equity investment income (note 10)
(52,580)
(39,055)
Pension expense (note 15)
7,556
6,347
Contingent consideration fair value adjustment (note 19)
(541)
440
Interest paid
(9,763)
(9,708)
Income taxes paid
(30,767)
(24,195)
Equity investment distribution (note 10)
52,598
39,068
Pension contributions
(4,826)
(4,681)
Change in contract liabilities
295
460
Change in long-term assets
(3,269)
(4,785)
Change in non-cash equity investment (note 10)
139
–
Change in non-cash operating working capital
(note 23)
1,691
9,633
73,904
64,599
Investing activities
Additions to property, plant and equipment (note 8)
(25,547)
(14,581)
Acquisitions (note 5)
(23,206)
(13,991)
Additions to intangible assets (note 12)
(28,435)
(23,519)
(77,188)
(52,091)
Financing activities
Net proceeds from issue of share capital
1,039
690
Net borrowings (repayments) of long-term debt (note 14)
26,564
(875)
Change in other non-current liabilities
587
298
Deferred financing charges paid (note 14)
(676)
(50)
Lease principal payments
(5,565)
(6,688)
Dividends paid
(5,137)
(4,310)
16,812
(10,935)
Foreign exchange gain on cash held in foreign currency
421
247
Change in cash position
13,949
1,820
Cash position, beginning of year
8,411
6,591
Cash position, end of year
$
22,360
$
8,411
(1) Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
See accompanying notes to consolidated financial statements.
Pollard Banknote Limited
Notes to Consolidated Financial Statements
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
1.
Reporting entity:
Pollard Banknote Limited (“Pollard”) was incorporated under the laws of Canada on March 26, 2010.
The address of Pollard’s registered office is 140 Otter Street, Winnipeg, Manitoba, Canada, R3T 0M8.
The consolidated financial statements of Pollard as at and for the year ended December 31, 2024,
comprise Pollard, Pollard’s subsidiaries and its interest in other entities. Pollard is primarily involved
in the manufacture and sale of lottery and charitable gaming products and solutions.
Pollard is controlled by JSP Equities Limited, Park Equities Limited and Oak Equities Limited
(collectively, the “Control Group”) who together own approximately 63.9% of Pollard’s outstanding
shares and have entered into a shareholders’ agreement in which the parties have agreed to vote
their common shares in the same manner, collectively, as a single block.
2.
Basis of preparation:
(a) Statement of compliance:
These consolidated financial statements have been prepared in accordance with IFRS Accounting
Standards (“IFRS”).
On March 10, 2025, Pollard’s Board of Directors approved these consolidated financial
statements.
(b) Basis of preparation:
These consolidated financial statements have been prepared on a historical cost basis, except
for the following material items in the statement of financial position:
•
The pension asset is recognized as the net total of the fair value of plan assets less the
present value of the defined benefit obligation determined using acceptable actuarial
practices.
•
The contingent consideration liability is recognized at the present value of the expected
payments to be made under the agreement.
These statements are presented in Canadian dollars, Pollard’s functional currency, and all values
are rounded to the nearest thousand (except share and per share amounts) unless otherwise
indicated.
Certain comparative figures for the prior period have been reclassified to conform to the
presentation adopted in the current period.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
2.
Basis of preparation (continued):
(c) Use of estimates and judgments:
The preparation of the consolidated financial statements in conformity with IFRS requires
management to make judgments, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates
are recognized prospectively. Actual results may differ from these estimates.
Information about judgments, assumptions and estimation uncertainties that have a significant
risk of resulting in a material adjustment within the next period are as follows:
Impairment of goodwill:
Pollard determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the “value in use” or “fair value less costs to sell” of the cash-generating units
(“CGUs”), or groups of CGUs, to which goodwill is allocated. Estimating value in use requires
Pollard to make estimates of the expected future cash flows from the CGUs, or groups of CGUs,
to which goodwill is allocated. Pollard also chooses suitable discount rates in order to calculate
the present value of those cash flows. Judgment is required in determining the level at which
to test goodwill, including the grouping of CGUs that generate cash inflows. Further details are
provided in note 11.
Employee future benefits:
Accounting for defined benefit plans requires Pollard to use actuarial assumptions. These
assumptions include the discount rate and the rate of compensation increases. These
assumptions depend on underlying factors such as economic conditions, government
regulations, investment performance, employee demographics and mortality rates. Further
details are provided in note 15.
Income taxes:
Pollard is required to evaluate the recoverability of deferred income tax assets. This requires
an estimate of Pollard’s ability to utilize the underlying future income tax deductions against
future taxable income before they expire. In order to evaluate the recoverability of these
deferred income tax assets, Pollard must estimate future taxable income. Further details are
provided in note 13.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
2.
Basis of preparation (continued):
Leases:
Upon inception of all leases, Pollard assesses whether it is reasonably certain that lease
extension options will be exercised. Pollard also makes assumptions as to the discount rate
applied to the lease liability upon recognition. If there is a significant event or change in
circumstances within Pollard’s control, these judgments and assumptions could change and
may result in material adjustments to right-of-use assets and corresponding lease liabilities.
Further details are provided in note 9.
Acquisition accounting:
For acquisition accounting purposes, all identifiable assets and liabilities acquired in a business
combination are recognized at fair value at the date of acquisition. Estimates and assumptions
are used to calculate the fair value of these assets and liabilities. Changes to assumptions could
significantly impact the fair values of certain assets, such as intangible assets. Pollard’s
significant assumptions used in determining the acquisition date fair value of intangible assets
include projected revenue and related gross profit, discount rates, customer attrition, brand
royalty rate, and projected revenue growth rates.
Contract assets:
Contract assets include consideration payable, which are certain non-recurring costs incurred
in the initial phases of a contracts and that are not for a distinct good or services. These costs
are capitalized as contract assets and amortized over the period they are expected to benefit.
Significant assumptions are required to be made in order to calculate the fair value of these
contract assets. These assumptions include allocation of the transaction price, expected sales
volume and expected timing of the satisfaction of performance obligations. Changes to
assumptions could significantly impact the amount of these contract assets.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies:
The following accounting standard amendments came into effect in 2024:
Amendments to International Accounts Standard (“IAS”) 1 – Classification of Liabilities as Current
or Non-current:
In January 2020, the International Accounting Standards Board (“IASB”) issued amendments to
IAS 1 Presentation of Financial Statements to clarify the classification of liabilities as current or
non-current. For the purposes of non-current classification, the amendments removed the
requirement for a right to defer settlement or roll over of a liability for at least twelve months
to be unconditional. The 2020 amendments also clarify how a company classifies a liability that
includes a counterparty conversion option.
In October 2022, the IASB issued Non-current Liabilities with Covenants (Amendments to IAS
1), to improve the information a company provides about long-term debt with covenants. The
amendments reconfirmed that only covenants with which a company must comply on or before
the reporting date affect the classification of a liability as current or non-current. Covenants with
which a company must comply after the reporting date do not affect liability classification as at
that date.
The amendments were implemented on January 1, 2024. Pollard has determined that the
amendments have had no impact on the consolidated financial statements.
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback:
In September 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to
IFRS 16). The amendments introduce a new accounting model which impacts how a seller-
lessee accounts for variable lease payments that arise in a sale-and-leaseback transaction. The
amendments clarify that on initial recognition, the seller-lessee includes variable lease payments
when it measures a lease liability arising from a sale-and-leaseback transaction and after initial
recognition, the seller-lessee applies the general requirements for subsequent accounting of the
lease liability such that it recognizes no gain or loss relating to the right of use it retains. The
amendments need to be applied retrospectively.
The amendments were implemented on January 1, 2024. Pollard has determined that the
amendments have had no impact on the consolidated financial statements.
The accounting policies set out below have been applied consistently to all periods presented in
these consolidated financial statements.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
(a) Principles of consolidation:
These consolidated financial statements include the accounts of Pollard and all its subsidiaries.
Subsidiaries are entities which are under Pollard’s control, where control is defined as the power
to govern financial and operating policies of an entity so as to obtain benefits from its activities.
Pollard holds 100% of the voting rights in, and therefore controls, its subsidiaries.
Significant subsidiaries:
Percent Ownership Interest
December 31, 2024
December 31, 2023
Pollard Holdings, Inc.
100
100
Pollard (U.S.) Ltd.
100
100
Pollard Games, Inc.
100
100
Pollard iLottery Inc.
100
100
Diamond Game Enterprises
100
100
Diamond Game Enterprises Canada ULC
100
100
Schafer Systems (2018) Inc.
100
100
Schafer Systems (UK) Limited
100
100
mkodo Limited
100
100
Compliant Gaming, LLC
100
100
Pollard Digital Solutions GmbH
100
100
Clarence J. Venne, LLC
100
–
All inter-company balances and transactions, and any unrealized income and expenses arising
from inter-company transactions, have been eliminated.
(b) Business combinations:
Business combinations are accounted for using the acquisition method. The cost of an acquisition
is measured as the fair value of the assets and equity instruments given, and liabilities incurred
or assumed at the date of exchange.
Acquisition costs for business combinations are expensed as incurred and included in
administration expenses. Identifiable assets acquired and liabilities assumed are measured at
their fair value at the acquisition date.
The excess of the fair value of consideration transferred over the fair value of the identifiable net
assets acquired is recorded as goodwill.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
Pollard performs a concentration test to clarify whether a transaction results in an asset or a
business acquisition. This is a simplified assessment that results in an asset acquisition if
substantially all of the fair value of the gross assets is concentrated in a single identifiable asset
or a group of similar identifiable assets.
(c) Restricted cash:
Pollard, under certain contractual arrangements, controls cash that is restricted in use. Pollard
records an equal liability classified within accounts payable and accrued liabilities. Restricted cash
includes player deposits held for the benefit of one of Pollard’s iLottery customers. Pollard has
excluded changes in the restricted cash and related liability from its calculation of the change in
cash position in the statements of cash flows.
(d) Revenue recognition:
Revenue is recognized when a customer obtains control of the goods or services. Pollard
determines revenue recognition through the following steps: a) identification of the contract with
a customer, b) identification of the performance obligations in the contract, c) determination of
the transaction price, d) allocation of the transaction price to the performance obligations in the
contract and e) recognition of revenue when Pollard satisfies a performance obligation.
Many of Pollard’s contracts have a single performance obligation, including the sale of instant
tickets and related products, pull-tab (or break-open) tickets, bingo paper, pull-tab vending
machines and gaming machines. The single performance obligation in these contracts is the
promise to transfer the individual goods. Revenue is recognized at a point in time when the
customer obtains control of a product, which typically takes place when legal title and physical
possession of the product is transferred to the customer. These conditions are usually fulfilled
upon delivery. However, under certain contracts, Pollard is compensated for its products based
on its customers’ sales of those products at retail. Pollard has concluded that control transfers to
its customers at delivery of the product to the customer. As such, recognition of sales under
these contracts occurs upon receipt of shipment. Pollard’s sales under these contracts could vary
year over year depending on the timing of shipments.
Pollard applies bill and hold sales accounting when products are held on behalf of customers
provided all of the following conditions are met as of the reporting date: a) there is a substantive
reason for the arrangement, b) the goods are separately identified as belonging to the customer,
c) Pollard is no longer able to use the goods or direct the goods to another customer, and d) the
goods are currently ready for physical transfer to the customer.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
Certain Pollard contracts include multiple performance obligations, including license and royalty
sales, iLottery services, loyalty programs, digital and lottery management services, training and
consulting. Where such arrangements exist, the transaction price is allocated to the performance
obligations based upon the relative fair value of the various elements. The fair values of each
element are determined based on the current market price of each of the elements when sold
separately. Revenue is then recognized upon satisfaction of each performance obligation.
Where Pollard provides software and related infrastructure, revenue is recognized over time
based on the relevant measure of progress of the asset being transferred to the customer. Any
amounts recognized as revenue, but not yet billed to the customer, are recorded as contract
assets.
Pollard earns revenue from gaming machines and other equipment, and capitalizes the costs of
installing gaming equipment. Revenue from the provision of gaming services is generally
recognized as a daily fee or as a percentage of revenue generated by the gaming machines.
Product support services, maintenance and periodic upgrades revenue is recognized over time
as the related services are performed. Labour costs associated with performing routine
maintenance on participating gaming machines is expensed as incurred and included in cost of
sales.
Contract liabilities consist of customer advances for products or services to be rendered in the
future and is recognized as income in future periods.
Volume rebates are accrued and recorded as a reduction to sales based on historical experience
and management’s expectations regarding future sales volumes.
(e) Inventories:
Raw materials, work-in-process and finished goods are valued at the lower of cost and net
realizable value. The cost of raw material inventory is based on its weighted average cost and
includes all costs incurred to acquire the materials. In addition to the direct costs of conversion,
the cost of work-in-process and finished goods, which Pollard manufactures, also includes an
appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
(f) Goodwill:
Goodwill is comprised of the excess sale price over the underlying carrying amount of the net
assets sold as at August 5, 2005, as part of the 26.7% of Pollard sold in conjunction with the
Initial Public Offering (“IPO”) and the excess fair value of the consideration transferred over the
fair value of the identifiable net assets acquired of Pollard’s subsidiaries.
(g) Intangible assets:
Expenditures related to internally generated intangible assets are recognized as intangible assets
only if Pollard can demonstrate that the costs can be measured reliably, the product is technically
and commercially feasible, future economic benefits are probable and Pollard has sufficient
resources to complete development and to use or sell the asset. Amortization of internally
generated intangible assets begins when the development is complete and the asset is available
for use.
Deferred development
Deferred development consists of the cost of materials, direct labour and related employee
benefits that are directly attributable to preparing the asset for its intended use and applicable
borrowing costs incurred in respect of qualifying assets. Other development expenditures are
expensed as incurred.
Capitalized development expenditures are measured at cost less investment tax credits (including
scientific research and experimental development (“SR&ED”) credits), accumulated amortization
and accumulated impairment losses.
Computer software and licenses
Computer software consists of the cost of acquiring, developing and implementing these systems.
Development and implementation costs include third party costs as well as direct labour and
related employee benefits attributable to the asset. Minimum license fees, incurred in connection
with our licensing agreements for our use of third-party brands, are capitalized and amortized
over the estimated life of the asset.
Capitalized computer software costs and licenses are measured at cost less investment tax credits
(including SR&ED credits), accumulated amortization and accumulated impairment losses.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
Customer assets and patents
Customer assets and patents that have finite useful lives are measured at cost less accumulated
amortization and accumulated impairment losses.
Intangible assets, with finite useful lives, are amortized, on a straight-line basis, over their
estimated useful lives as follows:
Asset
Rate
Customer assets
3.5 to 20 years
Patents
Term of patent
Computer software and licenses
2 to 15 years or term of license
Deferred development
5 years
Amortization methods, estimated useful lives and residual values are reviewed each annual
reporting date and adjusted prospectively, if appropriate.
The carrying value of finite useful life intangibles are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable.
Trademarks, trade names and brands
Trademarks, trade names and brands have been deemed to have an indefinite life and are not
amortized. Pollard expects to maintain these assets indefinitely and therefore finite useful lives
cannot be determined. For purposes of impairment testing, the fair value of the trademarks,
trade names and brands are tested for impairment on an annual basis.
(h) Property, plant and equipment:
Property, plant and equipment (“PP&E”) are stated at cost less investment tax credits (including
SR&ED credits), accumulated depreciation and accumulated impairment losses. Cost includes
expenditures that are directly attributable to the acquisition of the asset. The cost of self-
constructed assets includes the cost of materials, direct labour and related employee benefits,
other costs directly attributable to bringing the assets to working condition for their intended use
and borrowing costs incurred in respect to qualifying assets.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
Major spare parts are treated as PP&E when they have a useful life greater than a year. Once
major spare parts are put in service, they are transferred into equipment and amortized
accordingly.
An item of PP&E is derecognized upon disposal or when no future economic benefits are expected
from its use or disposal. The gain or loss on disposal of an item of PP&E is determined by
comparing the proceeds from disposal with the carrying value of the PP&E and is recognized in
the statement of income on a net basis.
The cost of each component of an item of PP&E is depreciated over its estimated useful life on
a straight-line basis, commencing the date it is ready for use. Land is not depreciated. The
estimated useful lives for the current and comparative periods are as follows:
Asset
Rate
Buildings
10 to 39 years
Leasehold improvements
Term of lease
Equipment
2 to 11 years
Furniture, fixtures and computers
3 to 9 years
Depreciation methods, useful lives and residual values are reviewed each annual reporting date
and adjusted prospectively, if appropriate.
The carrying value of property, plant and equipment are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable.
(i) Investment in joint venture:
A joint venture is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the arrangement, rather than rights to the assets
and obligations for the liabilities. Joint control is the agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require consent of both parties.
The consolidated financial statements include Pollard’s 50% share of the income and expenses
and equity movements of the entity accounted for under the equity method of accounting.
Further details are provided in note 10.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
(j) Investment in joint operation:
A joint operation is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the assets, and obligations for the liabilities, relating to the
arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require consent of both parties.
The consolidated financial statements include Pollard’s interest in the Michigan Lottery iLottery
joint operations: its assets, including its 50% share of any assets held jointly; its liabilities,
including its 50% share of any liabilities incurred jointly and its 50% share of revenue and
expenses.
(k) Financial instruments:
Financial assets are initially measured at fair value. On initial recognition, Pollard classifies its
financial assets at either amortized cost, fair value through other comprehensive income
(“FVOCI”) or fair value through profit or loss (“FVTPL”), depending on its business model for
managing the financial assets and the contractual cash flow characteristics of the financial assets.
Financial assets are not reclassified subsequent to their initial recognition, unless Pollard changes
its business model for managing financial assets. Financial liabilities are classified at amortized
cost or FVTPL.
A financial asset is classified as measured at amortized cost if it meets both of the following
conditions: a) the asset is held within a business model whose objective is to hold assets to
collect contractual cash flows and b) the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding.
A financial asset is classified as measured at FVOCI if it meets both of the following conditions:
a) it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and b) its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial assets not classified as measured at amortized cost or FVOCI are measured at FVTPL.
This includes all derivative financial assets. On initial recognition, Pollard may irrevocably
designate a financial asset that otherwise meets the requirements to be measured at amortized
cost or at FVOCI as FVTPL, if doing so eliminates or significantly reduces an accounting mismatch
that would otherwise arise.
A financial liability is classified as measured at FVTPL if it is classified as held-for-trading, a
derivative, contingent consideration or it is designated as such on initial recognition.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
All financial liabilities not measured at FVTPL are classified as measured at amortized cost.
The fair value of each contract is included on the consolidated statement of financial position as
either a financial asset or liability. Changes in fair value are recorded in either other
comprehensive income or the consolidated statement of income, depending on the nature of the
hedged item.
(l) Impairment:
Financial assets
Pollard applies the simplified approach to providing for expected credit losses, which requires the
use of the lifetime expected credit loss provision for all accounts receivable. Expected credit
losses are measured as the difference in the present value of the contractual cash flows that are
due under the contract and the cash flows that Pollard expects to receive. The expected cash
flows reflect all available information, including Pollard’s historical experience, the past due
status, and forward-looking macroeconomic factors. Further details are provided in note 27 and
note 28.
Non-financial assets
The carrying amount of Pollard’s non-financial assets, other than inventories and deferred income
tax assets, are reviewed at each reporting date to determine whether there is an indication that
an asset may be impaired. If any such indication exists, or when the annual impairment testing
for an asset is required, Pollard estimates the asset’s recoverable amount. For goodwill the
recoverable amount is estimated as of December 31 each year. An impairment loss is recognized
if the carrying amount of an asset, or its related CGU, or group of CGUs, exceeds its estimated
recoverable amount.
The recoverable amount of an asset, CGU, or group of CGUs 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, CGU, or group of
CGUs. Pollard calculates fair values using appropriate valuation techniques, which are generally
based on a forecast of expected future cash flows for intangible assets, and on a replacement
cost approach, an income-based approach and/or a market-based approach for property, plant
and equipment. These valuations are closely related to the assumptions made by management
about the future return on the related assets and the discount rate applied.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
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 cash inflows of other assets or CGUs.
Impairment losses are recognized in net income. Impairment losses recognized in respect to
CGUs or groups of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated, and then to reduce the carrying amounts of the other assets in the CGU or group of
CGUs on a pro rata basis. An impairment loss in respect to goodwill is not reversed.
In respect to 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 can only be reversed to the extent that the asset’s carrying value
that would have been determined, net of amortization, if no impairment had been recognized.
(m) Share capital:
Common shares are classified as equity. Incremental costs directly attributable to the issue of
common shares are recognized as a deduction from equity, net of any tax effects.
(n) Translation of foreign currencies:
The functional currency for each of Pollard’s subsidiaries is the currency of the primary economic
environment in which the entity operates. Transactions in foreign currencies are translated to
the respective functional currencies of each entity within the consolidated group using the
exchange rates in effect at the date of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated to the functional currency
at the exchange rates prevailing at the end of the reporting period. Non-monetary items
measured at historical cost in a foreign currency are translated to the functional currency using
the exchange rate prevalent at the date of acquisition. Non-monetary items denominated in
foreign currencies that are measured at fair value are translated to the functional currency at the
exchange rate prevalent at the date that the fair value was determined.
Foreign currency differences arising from translation are recognized in net income, except for
exchange differences arising on the translation of financial instruments qualifying as a cash flow
hedge, which are recognized directly in other comprehensive income (“OCI”).
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
The results and financial position of entities within the consolidated group that have a functional
currency different from the presentation currency are translated into Canadian dollars as follows:
assets and liabilities are translated at the exchange rate prevailing at the end of the reporting
period; income and expenses are translated at the average rate for the reporting period; all
resulting exchange differences are recognized in OCI.
On disposal of a foreign operation, the deferred cumulative amount recognized in OCI relating
to that particular foreign operation is recognized in net income.
(o) Employee benefits:
Share based compensation
The grant date fair value of stock options granted to employees is recognized as an expense,
with a corresponding increase in equity, over the vesting period of the awards.
Deferred director compensation
Deferred director compensation is comprised of cash-settled share-based payments. Deferred
share units (“DSU”) are granted to eligible directors at the fair value of the common shares at
the grant date. The DSUs earn notional dividends, equivalent to actual dividends declared on
Pollard’s shares. Right to payment of the outstanding DSUs is deferred until termination,
retirement or death. The liability associated with the DSUs is recalculated at each reporting date
and at settlement. Any change in the fair value of the liability is recognized as an expense within
administration expenses in the consolidated statements of income.
Defined contribution plans
Pollard maintains four defined contribution plans. The obligation to contribute to these plans is
recognized as an employee benefit expense as incurred.
Defined benefit plans
Pollard maintains four non-contributory defined benefit pension plans in Canada and the United
States, three being final pay plans and one being a flat benefit plan. None of the plans have
indexation features.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
The costs of Pollard’s defined benefit plans are recognized over the period in which employees
render service to Pollard in return for the benefits. The defined benefit obligations associated
with the plans are actuarially determined using the projected unit credit method pro-rated on
service and management’s best estimate of salary escalation and retirement ages of employees.
The present value of the defined benefit obligations are determined by discounting the estimated
future cash outflows using interest rates of high quality corporate bonds that have maturity terms
approximating the maturity terms of the related obligation and that are denominated in the
currency in which the benefits will be paid. The expected return on pension plan assets is
calculated utilizing the discount rate used to measure the defined benefit obligation at the
beginning of the annual period.
Past service costs are recognized as an expense on a straight line basis over the average period
until the benefits becomes vested. If the benefits have vested, past service costs are recognized
in net income immediately.
Remeasurements that arise in calculating the present value of the defined benefit obligation and
the fair value of plan assets are recognized immediately in OCI.
Pollard’s pension asset is limited to the total of any unrecognized past services costs and the
present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan. In order to calculate the present value of economic
benefits, consideration is given to any minimum funding requirements that apply to Pollard’s
plans. An economic benefit is available to Pollard if it is realizable during the life of the plan, or
on settlement of the plan liabilities.
(p) Income taxes:
Current income tax and deferred income tax are recognized in the statement of income except
to the extent that the tax relates to items recognized directly in equity or in OCI. Current income
tax is the expected tax payable or receivable on the taxable income or loss for the period and
any adjustment to tax payable in respect to previous years. Current income tax expense includes
withholding taxes and U.S. state franchise taxes.
Deferred income tax is recorded to reflect the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities and their tax basis. Deferred
income tax assets and liabilities are determined based on the enacted or substantively enacted
tax rates, which are expected to be in effect when the underlying items of income and expense
are expected to be realized.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
Deferred income tax is not recognized for: temporary differences related to investments in
subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future,
taxable temporary differences arising on the initial recognition of goodwill or temporary
differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss.
Deferred income tax assets are reviewed at each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realized.
The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the date of enactment or substantive enactment, except if it
relates to an item previously recognized in equity, in which case the adjustment is made to
equity.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current income tax liabilities and assets, and they are levied by the same taxation authority
on the same taxable entity, or on different tax entities which intend to settle their current income
tax assets and liabilities on a net basis.
(q) Provisions:
Provisions are recognized when Pollard has a present legal or constructive obligation as a result
of a past event that can be estimated reliably and it is probable that an outflow of economic
benefits will be required to settle the obligation.
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under
the contract exceed the economic benefits expected to be received under it. If Pollard has a
contract that is onerous, the present obligation under the contract shall be recognized and
measured as a provision.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting
is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
(r) Finance costs and finance income:
Finance costs comprises interest expense on borrowings including amortization of deferred
financing costs, interest expense on lease liabilities, accretion of contingent consideration, mark-
to-market losses on foreign exchange contracts and net foreign exchange losses.
Borrowing costs that are not directly attributable to the acquisition, construction or production
of an asset, that necessarily takes a substantial period of time to get ready for its intended use
or sale, are expensed in the period incurred using the effective interest method.
Finance income comprises mark-to-market gains on foreign exchange contracts and net foreign
exchange gains.
(s) Leases:
At inception of a contract, Pollard assesses whether a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration.
Pollard recognizes a right-of-use asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or before the commencement date, plus any
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or
to restore the underlying asset or the site on which it is located, less any lease incentives
received.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term.
The estimated useful lives of right-of-use assets are determined on the same basis as those of
property, plant and equipment. The right-of-use asset is subsequently measured at cost less any
accumulated depreciation and impairment losses.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, Pollard’s incremental borrowing rate. Generally, Pollard
uses its incremental borrowing rate as the discount rate.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
3.
Material accounting policies (continued):
The lease liability is measured at amortized cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index
or rate, a change in Pollard’s estimate of the amount expected to be payable under a residual
value guarantee, or as appropriate, changes in the assessment of whether a purchase or
extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.
Pollard presents right-of-use assets in “property, plant and equipment” on the statement of
financial position.
Pollard accounts for short-term and low value leases by applying the recognition exemption
available under IFRS 16.
Pollard’s leases are for offices, manufacturing facilities, production equipment and office
equipment.
4.
Future accounting standards:
(a) Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates:
In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), to clarify
when a currency is exchangeable into another currency and how a company estimates a spot
rate when a currency lacks exchangeability. The amendments clarify that a currency is
exchangeable into another currency when a company is able to exchange that currency for the
other currency at the measurement date and for a specified purpose.
The amendments also clarify that when a currency is not exchangeable, a company needs to
estimate a spot rate. A company’s objective when estimating a spot rate is only that it reflects
the rate at which an orderly exchange transaction would take place at the measurement date
between market participants under prevailing economic conditions. When estimating a spot rate
a company can use an observable exchange rate without adjustment, or another estimation
technique.
The amendments are effective for annual periods beginning on or after January 1, 2025. Pollard
does not expect the amendments to have a significant impact on the consolidated financial
statements upon adoption.
(b) IFRS 9 – Amendments to the Classification and Measurement of Financial Instruments:
On May 30, 2024, the IASB issued Amendments to the Classification and Measurement of
Financial Instruments—Amendments to IFRS 9 and IFRS 7.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
4.
Future accounting standards (continued):
The amendments provide clarity on how to classify financial assets with environmental, social
and corporate governance (“ESG”) and similar features, by introducing an additional test for
financial assets with contingent features that are not related directly to a change in basic lending
risks or costs.
The amendments also provide clarity as to when a company can derecognize financial liabilities
that are settled through electronic payments offering an accounting policy option to allow for the
derecognition of a financial liability before the delivery of cash on the settlement date if specified
criteria are met.
The amendments are effective for annual periods beginning on or after January 1, 2026. Pollard
is currently assessing the impact of the amendments on its consolidated financial statements.
(c) IFRS 18 – Presentation and Disclosure in the Financial Statements:
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements
to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial
Statements. It carries forward many requirements from IAS 1 unchanged.
The new accounting standard introduces significant changes to the structure of a company’s
statement of income, more discipline and transparency in presentation of management's own
performance measures (commonly referred to as 'non-GAAP measures') and less aggregation of
items into large, single numbers.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. Pollard
is currently assessing the impact of the new accounting standard on its consolidated financial
statements.
5.
Acquisitions:
(a) Charitable gaming distributor:
On August 1, 2023, Pollard acquired 100% of the equity of a distributor of charitable gaming
products. The acquisition has been accounted for using the acquisition method. The total purchase
price including the estimated amount of contingent consideration is $1,508, of which $1,017 was
paid in 2023. Included in the net assets acquired is $548 of intangible assets related to customer
assets and $863 of goodwill.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
5.
Acquisitions (continued):
During the measurement period, new information became available regarding the existence of a
deferred tax liability related to the intangible assets acquired. An adjustment to the preliminary
purchase price allocation was required, resulting in the recognition of a deferred tax liability of $134
and an increase in goodwill of $134.
Included in the purchase agreement is the opportunity for contingent consideration, based on the
achievement of certain non-financial targets during a five-year period from the acquisition date. The
maximum amount of contingent consideration payable is $576. During 2024, Pollard reassessed the
progress towards achievement of these targets and as at December 31, 2024 determined that it is
unlikely that these targets will be achieved. As such Pollard recorded a reversal of previously
recognized contingent consideration of $541. As at December 31, 2024, Pollard has not accrued any
amounts relating to the contingent consideration.
At June 30, 2024, the acquisition accounting was finalized.
(b) Charitable gaming assets:
On April 15, 2024, Pollard entered into an agreement to acquire certain assets used in the operation
of electronic charitable games with licensed charitable gaming organizations and the transaction
closed on June 7, 2024. The acquisition has been accounted for using the acquisition method. The
total purchase price was $5,400. Included in the net assets acquired is $94 in computer equipment,
$3,227 of intangible assets related to customer assets, $391 of intangibles assets related to
trademarks and brands, $432 of intangibles assets related to computer software and licenses, and
$1,256 of goodwill.
During the measurement period, new information became available regarding the valuation of the
customer asset. An adjustment to the preliminary purchase price allocation was required, resulting
in a decrease in the customer assets intangible of $378 and an increase in goodwill of $378.
The fair values of identifiable assets acquired are preliminary and are subject to change if new
information becomes available.
(c) Clarence J. Venne, LLC:
On July 31, 2024, Pollard acquired 100% of the equity of Clarence J. Venne, LLC (“Venne”), a
manufacturer of bingo daubers utilized primarily in the charitable gaming bingo market. The purchase
price was funded by proceeds from Pollard’s credit facility. The acquisition has been accounted for
using the acquisition method. The fair values of the identifiable assets and liabilities have been based
on management’s best estimates and valuation techniques as at July 31, 2024, the acquisition date.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
5.
Acquisitions (continued):
Cash paid, net of cash acquired of $406
$
17,806
Purchase price payable
213
Total consideration
$
18,019
Accounts receivable
$
1,675
Inventories
5,251
Prepaid expenses and deposits
186
Property, plant and equipment
1,932
Accounts payable and accrued liabilities
(1,055)
Lease liabilities
(919)
Net tangible assets acquired
$
7,070
Customer relationships
$
5,492
Brand
1,270
Identifiable intangible assets acquired
$
6,762
Goodwill acquired
$
4,187
The goodwill acquired is largely attributable to the assembled workforce and the expected revenue
synergies and cost savings after integration of Venne with Pollard. This goodwill is expected to be
deductible for tax purposes. The fair values of identifiable assets and liabilities acquired are
preliminary and are subject to change if new information becomes available during the measurement
period.
If Venne had been acquired on January 1, 2024, incremental revenue of $10,872 and net income of
$835, after depreciation and amortization of the fair values of identifiable assets acquired, would
have been recognized in the year ended December 31, 2024.
The fair values of identifiable assets acquired are preliminary and are subject to change if new
information becomes available.
6.
Inventories:
December 31,
2024
December 31,
2023
Raw materials
$
32,334
$
28,315
Work-in-process
3,402
2,812
Finished goods
31,718
29,382
$
67,454
$
60,509
During 2024, Pollard recorded inventory write-downs of $1,035 representing an increase in the
obsolescence reserves and reversals of previous write-downs of $197 due to changes in foreign
exchange rates.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
6.
Inventories (continued):
During 2023, Pollard recorded inventory write-downs of $2,116 representing an increase in the
obsolescence reserves and write-downs of $531 due to changes in foreign exchange rates.
The cost of sales reflects the costs of inventory, which includes direct material, direct labour and
manufacturing overheads, and direct digital costs which includes direct labour, payment processing
costs and hosting costs.
7.
Long-term assets:
December 31,
2024
December 31,
2023
Contract assets
$
5,634
$
3,719
Investment tax credits
4,552
3,340
Other long-term receivables
941
724
$
11,127
$
7,783
Contract assets consist of consideration payable, an upfront credits to customers that are not
attributable to a distinct good or service and will be recognized as a reduction in the transaction price
of future performance obligations.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
8.
Property, plant and equipment:
Cost
Land
Buildings
Leasehold
improve-
ments
Equipment
Furniture,
fixtures and
computers
Assets in
progress &
spare parts
Total
Balance at January 1, 2023
$
2,185
51,955
6,439
231,764
10,814
16,406
319,563
Acquisitions
–
74
–
–
–
–
74
Additions/net transfers
–
10,397
174
15,197
1,011
(1,599)
25,180
Disposals
–
(10,551)
–
(8,762)
(7)
–
(19,320)
Effect of movements in
exchange rates
(24)
(388)
(33)
(1,138)
(18)
(145)
(1,746)
Balance at December 31,
2023
$
2,161
51,487
6,580
237,061
11,800
14,662
323,751
Acquisitions
–
919
3
1,055
49
–
2,026
Additions/net transfers
–
3,359
167
17,070
1,132
7,688
29,416
Disposals
–
(3,046)
(15)
(4,148)
(810)
–
(8,019)
Effect of movements in
exchange rates
82
2,219
182
4,730
192
566
7,971
Balance at December 31,
2024
$
2,243
54,938
6,917
255,768
12,363
22,916
355,145
Accumulated
deprecation
Land
Buildings
Leasehold
improve-
ments
Equipment
Furniture,
fixtures and
computers
Assets in
progress &
spare parts
Total
Balance at January 1, 2023
$
–
28,364
4,266
179,327
6,986
–
218,943
Deprecation for the year
–
6,861
439
16,357
873
–
24,530
Disposals
–
(10,551)
–
(8,762)
(7)
–
(19,320)
Effect of movements in
exchange rates
–
(210)
(22)
(696)
(4)
–
(932)
Balance at December 31,
2023
$
–
24,464
4,683
186,226
7,848
–
223,221
Deprecation for the year
–
5,677
427
15,581
721
–
22,406
Disposals
–
(3,046)
(15)
(4,148)
(810)
–
(8,019)
Effect of movements in
exchange rates
–
1,100
124
3,025
93
–
4,342
Balance at December 31,
2024
$
–
28,195
5,219
200,684
7,852
–
241,950
Carrying amounts
Land
Buildings
Leasehold
improve-
ments
Equipment
Furniture,
fixtures and
computers
Assets in
progress &
spare parts
Total
At December 31, 2023
$
2,161
27,023
1,897
50,835
3,952
14,662
100,530
At December 31, 2024
$
2,243
26,743
1,698
55,084
4,511
22,916
113,195
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
9.
Leases:
Pollard’s leases are for offices, manufacturing facilities, production equipment and office equipment.
Pollard presents right-of-use assets in “property, plant and equipment” on the consolidated statement
of financial position. The following tables present continuity schedules of Pollard’s right-of-use assets
by asset class:
Buildings
Equipment
Total
Balance at January 1, 2023
$
11,278
1,314
12,592
Acquisitions
74
–
74
Additions
10,359
240
10,599
Depreciation
(5,884)
(598)
(6,482)
Effect of movements in exchange rates
(25)
(1)
(26)
Balance at December 31, 2023
$
15,802
955
16,757
Acquisitions
919
–
919
Additions
3,169
700
3,869
Depreciation
(5,189)
(515)
(5,704)
Effect of movements in exchange rates
603
14
617
Balance at December 31, 2024
$
15,304
1,154
16,458
Pollard’s total cash outflows, principal and interest relating to its lease obligations classified under
IFRS 16 Leases for the year ended December 31, 2024 were $6,639 (2023 – $7,239).
Pollard’s interest expenses incurred relating to its lease obligations classified under IFRS 16 Leases
for the year ended December 31, 2024 were $1,074 (2023 – $551).
The following is a schedule of lease payment commitments outstanding relating to lease obligations
classified under IFRS 16:
2025
$
6,126
2026
5,172
2027
4,050
2028
2,879
2029 and thereafter
1,100
Total undiscounted cash flows
$
19,327
Discounting
(1,859)
Total discounted cash flows
$
17,468
Less: current portion lease liabilities
(5,215)
Lease liabilities
$
12,253
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
10. Equity investment:
NeoPollard Interactive, LLC (“NPi”)
Pollard, in conjunction with NeoGames US, LLP, operates NPi. The entity was established to provide
iLottery services in the United States and Canada, excluding the Michigan Lottery.
Investment in equity accounted entity
December 31,
2024
December 31,
2023
Balance, beginning of year
$
518
$
549
Investment distribution
(52,598)
(39,068)
Equity income
52,580
39,055
Non-cash change in investment value
(139)
–
Effects of movements in exchange rates
54
(18)
Balance, end of year
$
415
$
518
Net Assets
December 31,
2024
December 31,
2023
Current assets
$
71,472
$
51,677
Non-current assets
3,267
1,282
Total
$
74,739
$
52,959
Current liabilities
$
73,632
$
51,923
Total
$
73,632
$
51,923
Net assets – 100%
$
1,107
$
1,036
Attributable to Pollard – 50%
554
518
Elimination of unrealized profit on downstream sales
(139)
–
Carrying amount of investment
$
415
$
518
At December 31, 2024, included in the current assets of NPi is restricted cash relating to amounts
held on behalf of iLottery customers of $31,724 (2023 – $26,238). There is an offsetting liability
included in current liabilities.
Interest in equity accounted entity
2024
2023
Revenue – 100%
$
217,570
$
160,454
Revenue – attributable to Pollard – 50%
$
108,785
$
80,227
Comprehensive income – 100%
$
104,608
$
78,110
Comprehensive income – attributable to Pollard(1)
$
52,580
$
39,055
(1) Comprehensive income attributable to Pollard is greater than 50% due to services provided to NPi by Pollard.
Pollard’s share of these transactions is eliminated upon consolidation.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
10. Equity investment (continued):
At December 31, 2024, included in the accounts receivable in the statement of financial position is a
net amount owed from NPi of $1,279 (2023 – $6,285).
During the year ended December 31, 2024, Pollard provided services to NPi totaling $6,155 (2023 -
$2,719), which are recorded in revenue.
Michigan iLottery
Pollard and NeoGames US, LLP operate the iLottery operation for the Michigan Lottery under a
separate joint operating agreement. Pollard recognizes its interest in the joint operation by including
its assets, including its 50% share of any assets held jointly, its liabilities, including its 50% share of
any liabilities incurred jointly and its 50% share of revenue and expenses.
11.
Goodwill:
December 31,
2024
December 31,
2023
Balance, beginning of year
$
110,982
$
111,156
Acquisitions (note 5)
5,577
729
Effects of movements in exchange rates
5,818
(903)
Balance, end of year
$
122,377
$
110,982
Impairment assessment methodology
Pollard performs its annual goodwill impairment tests as at December 31. Goodwill has been allocated
as follows to Pollard’s CGUs and groups of CGUs:
December 31,
2024
December 31,
2023
Lotteries
$
58,675
$
57,928
Charitable gaming
51,330
41,663
Retail
12,372
11,391
Total
$
122,377
$
110,982
For each acquisition an assessment is performed to determine if the acquired entity should be its
own CGU or become part of an existing CGU.
For each CGU, or group of CGUs, the recoverable amounts have been determined based on a value
in use calculation using cash flow projections from financial forecasts approved by senior
management. These forecasts cover a period of five years and reflect an estimate of a terminal value.
Included in these forecasts is an assumption of certain growth rates which was based on historical
trends and expected future performance.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
11.
Goodwill (continued):
The calculation of value in use for the CGUs, or groups of CGUs described above are most sensitive
to the following key assumptions on which management has based its cash flow projections to
undertake impairment testing of goodwill:
➢
Revenue and related gross profit
➢
Foreign exchange rates
➢
Discount rates
➢
Growth rates
Revenue and related gross profit
Projected cash flows from revenue assumes the continuation of recent historical trends adjusted for
expected new contract wins, anticipated contract renewal pricing changes and the expected impact
of sales initiatives in conjunction with certain production efficiencies that are being developed or are
expected to be developed.
Foreign exchange rates
A significant portion of revenue is denominated in U.S. dollars and Euros, partially offset by U.S.
dollar denominated costs. In addition, certain financial assets and liabilities are denominated in U.S.
currency. Projected cash flows assume an estimated exchange rate between Canadian dollars to U.S.
dollars and Euros based on expected exchange rates during the forecast period.
Discount rates
Discount rates were calculated based on the estimated cost of equity capital and debt capital
considering data and factors relevant to the economy, the industry and the CGUs, and groups of
CGUs. These costs were then weighted in terms of a typical industry capital structure to arrive at an
estimated weighted average cost of capital. The after-tax discount rates applied to the cash flow
projections for the CGUs and groups of CGUs described above were as follows:
Lotteries
12.0%
Charitable gaming
12.0%
Retail
14.7%
Growth rates
Growth rates are based on estimated sustainable long-term growth rates of the CGUs and groups of
CGUs. A terminal value growth rate of 2% was applied in the value in use calculations for all of the
above CGUs and groups of CGUs.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
11.
Goodwill (continued):
Management believes that any reasonable possible change in any of the key assumptions on which
the recoverable amounts of the CGUs, or groups of CGUs, are based would not cause the unit’s
carrying amounts to exceed its recoverable amount.
12.
Intangible assets:
Cost
Customer
assets
Patents
Trademarks
and brands
Deferred
development
Computer
software
and
licenses
Total
Balance at January 1, 2023
$
67,983
7,079
5,839
1,793
96,344
179,038
Acquisitions
548
–
–
–
–
548
Additions (net of investment tax
credits)
–
82
–
–
–
82
Additions – internally developed
(net of investment tax
credits)
–
–
–
–
23,437
23,437
Effect of movements in
exchange rates
(826)
(7)
(76)
–
(510)
(1,419)
Balance at December 31, 2023
$
67,705
7,154
5,763
1,793
119,271
201,686
Acquisitions (note 5)
8,719
–
1,661
–
432
10,812
Additions (net of investment tax
credits)
–
43
–
–
–
43
Additions – internally developed
(net of investment tax
credits)
–
–
–
–
28,392
28,392
Disposals
(213)
–
–
–
(449)
(662)
Effect of movements in
exchange rates
4,697
104
569
–
4,737
10,107
Balance at December 31, 2024
$
80,908
7,301
7,993
1,793
152,383
250,378
Accumulated amortization
Customer
assets
Patents
Trademarks
and brands
Deferred
development
Computer
software
and
licenses
Total
Balance at January 1, 2023
$
39,820
5,761
–
1,708
32,287
79,576
Amortization for the year
6,216
184
–
85
12,527
19,012
Effect of movements in
exchange rates
(446)
(11)
–
–
(376)
(833)
Balance at December 31, 2023
$
45,590
5,934
–
1,793
44,438
97,755
Amortization for the year
6,030
158
–
–
14,016
20,204
Disposals
(213)
–
–
–
(449)
(662)
Effect of movements in
exchange rates
2,611
59
–
–
2,377
5,047
Balance at December 31, 2024
$
54,018
6,151
–
1,793
60,382
122,344
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
12.
Intangible assets (continued):
Carrying amounts
Customer
assets
Patents
Trademarks
and brands
Deferred
development
Computer
software
and
licenses
Total
At December 31, 2023
$
22,115
1,220
5,763
–
74,833
103,931
At December 31, 2024
$
26,890
1,150
7,993
–
92,001
128,034
Amortization of intangible assets in 2024 of $20,049 (2023 – $19,012), was included in cost of sales.
As at December 31, 2024, the weighted average remaining useful life of customer assets was 8.1
years and the weighted average remaining useful life of computer software and licenses was 8.3
years for those assets being amortized.
13.
Income taxes:
Income tax expense
2024
2023
Current
$
37,081
$
23,135
Deferred reduction
(20,146)
(17,011)
Total
$
16,935
$
6,124
Income tax recognized in other comprehensive income (loss)
Amount
before
tax
Tax
expense
2024
Amount
net of tax
Amount
before
tax
Tax
expense
2023
Amount
net of tax
Defined benefit plans
remeasurements
gain (loss)
$
11,162
(2,966)
8,196 $
(1,930)
538
(1,392)
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
13.
Income taxes (continued):
Reconciliation of effective tax rate
2024
2023
Net income for the year
$
35,198
$
31,418
Total income tax expense
16,935
6,124
Income before income taxes
$
52,133
$
37,542
Income tax using Pollard's domestic tax rate
27.0%
$
14,076
27.0%
$
10,137
Effect of tax rates in foreign jurisdictions
(7.1%)
(3,718)
(7.7%)
(2,908)
Non-taxable amounts
(1.5%)
(804)
(1.6%)
(602)
Non-deductible items relating to
acquisitions
0.0%
–
0.3%
127
Withholding and other taxes
15.2%
7,928
0.0%
–
Other items
(2.9%)
(1,521)
(1.8%)
(667)
Effect of non-taxable items related to
foreign exchange
1.8%
974
0.1%
37
32.5%
$
16,935
16.3%
$
6,124
Deferred income tax assets and liabilities
Recognized deferred income tax assets and liabilities
Deferred income tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2024
2023
2024
2023
2024
2023
Property, plant and
equipment
$
23
228
$
(16,537)
(17,176)
$
(16,514)
(16,948)
Intangible assets
11,983
8,337
(6,398)
(4,975)
5,585
3,362
Inventories
2,170
844
–
–
2,170
844
Employee benefits
2,531
1,796
(3,027)
–
(496)
1,796
Unrealized foreign
exchange (gains)
and losses
1,265
497
–
(365)
1,265
132
Unused tax losses
28,283
16,264
–
–
28,283
16,264
Contract liabilities
684
555
(513)
(434)
171
121
Other
2,547
688
(209)
(194)
2,338
494
Tax assets (liabilities)
$
49,486
29,209 $
(26,684)
(23,144)
$
22,802
6,065
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
13.
Income taxes (continued):
Movement in temporary differences during the year
January 1,
2024
Recognized
in net income
Acquisitions
Recognized in
other
comprehensive
income (loss)
Balance
December 31,
2024
Property, plant and
equipment
$
(16,948)
434
–
–
(16,514)
Intangible assets
3,362
2,223
–
–
5,585
Inventories
844
1,326
–
–
2,170
Employee benefits
1,796
674
–
(2,966)
(496)
Unrealized foreign exchange
(gains) and losses
132
1,133
–
–
1,265
Unused tax losses
16,264
12,019
–
–
28,283
Contract liabilities
121
50
–
–
171
Other
494
1,978
(134)
–
2,338
Tax assets (liabilities)
$
6,065
19,837
(134)
(2,966)
22,802
January 1,
2023
Recognized
in net income
Acquisitions
Recognized in
other
comprehensive
income (loss)
Balance
December 31,
2023
Property, plant and
equipment
$
(16,395)
(553)
–
–
(16,948)
Intangible assets
(1,088)
4,450
–
–
3,362
Inventories
715
129
–
–
844
Employee benefits
636
622
–
538
1,796
Unrealized foreign exchange
(gains) and losses
672
(540)
–
–
132
Unused tax losses
3,365
12,899
–
–
16,264
Contract liabilities
(208)
329
–
–
121
Other
750
(256)
–
–
494
Tax assets (liabilities)
$
(11,553)
17,080
–
538
6,065
Recognized in the consolidated statements of comprehensive income as follows:
2024
2023
Deferred reduction
$
(20,146)
$
(17,011)
Finance income (costs)
309
(69)
$
(19,837)
$
(17,080)
Amounts included in finance income relate to unrealized foreign exchange.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
13.
Income taxes (continued):
As at December 31, 2024, Pollard has recognized the tax effect of $111,336 (2023 – $61,497) of tax
losses available for carryforward, resulting in deferred tax assets of $28,283 (2023 – $16,264). Based
on management’s estimates of future taxable profits and available tax planning strategies,
management has assessed it is probable that future taxable profits will be available against which
these deferred tax assets can be utilized. A portion of these losses can be carried forward indefinitely.
For the losses that expire, as at December 31, 2024, the average remaining time before expiry is 19
years.
As at December 31, 2024, Pollard had $99,593 in unused tax losses for which no deferred tax asset
has been recognized, arising from the acquisition of Pollard Digital Solutions GmbH. These losses can
be carried forward indefinitely.
14.
Long-term debt:
December 31,
2024
December 31,
2023
Credit facility, interest of 4.8% to 7.5% payable
monthly, maturing 2028
$
151,799
$
119,944
Deferred financing charges, net of amortization
(743)
(257)
$
151,056
$
119,687
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
14.
Long-term debt (continued):
Credit facility
Deferred financing
Total
Balance at January 1, 2023
$
122,058
(403)
121,655
Net repayments
(875)
–
(875)
Deferred financing charges
paid
–
(50)
(50)
Total changes from financing
cash flows
(875)
(50)
(925)
Effect of movements in
exchange rates
(1,239)
–
(1,239)
Amortization of deferred
financing charges
–
196
196
Total other changes
(1,239)
196
(1,043)
Balance at December 31, 2023
$
119,944
(257)
119,687
Net proceeds
26,564
–
26,564
Deferred financing charges
paid
–
(676)
(676)
Total changes from financing
cash flows
26,564
(676)
25,888
Effect of movements in
exchange rates
5,291
–
5,291
Amortization of deferred
financing charges
–
190
190
Total other changes
5,291
190
5,481
Balance at December 31, 2024
$
151,799
(743)
151,056
(a)
Credit facility:
Effective December 31, 2024, Pollard renewed its credit facility. The credit facility provides loans of
up to $155,000 for its Canadian operations and US$95,000 for its U.S. subsidiaries. The credit facility
also includes an accordion feature which can increase the facility by $50,000. The borrowings for the
Canadian operations can be denominated in Canadian or U.S. dollars, to a maximum of $155,000
Canadian equivalent. Borrowings under the credit facility bear interest at fixed and floating rates
based on Canadian and U.S. prime bank rates, Canadian Dollar Offered Rate (“CDOR”) or Secured
Overnight Financing Rate (“SOFR”). At December 31, 2024, the outstanding letters of guarantee
drawn under the credit facility were $79 (2023 – $73).
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
14.
Long-term debt (continued):
Included in the total credit facility balance is a U.S. dollar denominated balance of US$52,000 (2023
– US$35,400). As of December 31, 2024, Pollard had unused credit facility available of $139,941
(2023 – $113,464).
Under the terms and conditions of the credit facility agreement Pollard is required to maintain certain
financial covenants including our debt service coverage ratio and debt to income before interest,
income taxes, amortization, depreciation and certain other items ratio. As at December 31, 2024,
Pollard is in compliance with all financial covenants.
Pollard’s credit facility is secured by a first security interest in all of the present and after acquired
property of Pollard. Under the terms of the agreement the facility is committed for a four-year period,
renewable December 31, 2028. Principal payments are not required until maturity. The facility can
be prepaid without penalties.
(b)
Economic Development Canada (“EDC”) facility:
Effective November 29, 2024, Pollard renewed its annual agreement with EDC. This agreement
provides a €15,000 facility whereby Pollard can issue qualifying letters of credit against the EDC
facility. The facility is guaranteed by a general indemnity from Pollard. As of December 31, 2024, the
outstanding letters of credit drawn on this facility were $13,385 (€8,983). As of December 31, 2023,
the outstanding letters of credit drawn on this facility were $14,726 (€10,086).
15.
Pension asset (liability):
December 31,
2024
December 31,
2023
Fair value of benefit plan assets
$
107,056 $
91,573
Present value of benefit plan obligations
(101,245)
(94,165)
Net pension asset (liability)
$
5,811 $
(2,592)
Pollard sponsors non-contributory defined benefit plans providing pension benefits to its employees.
Pollard has four defined benefit pension plans of which three are final pay plans and one is a flat
benefit plan. None of the plans have indexation features. The measurement date for all the plans is
December 31. Two of the plans of the U.S. subsidiaries require valuations annually with the last
valuations being as of January 1, 2024. One of the Canadian plans of Pollard currently requires
valuation every three years with the last valuation as of December 31, 2023. Pollard’s other Canadian
plan’s valuation was as of January 1, 2021. Pollard’s subsidiaries also maintain four defined
contribution plans. The pension expense for these defined contribution plans is the annual funding
contribution by the subsidiaries.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
15.
Pension asset (liability) (continued):
Pollard expects to contribute approximately $1,337 to its defined benefit plans in 2025.
The benefit plan assets are held in trust and are invested as follows:
December 31,
2024
December 31,
2023
Equities
64.5%
65.3%
Bonds
33.6%
33.1%
Cash and cash equivalents
1.9%
1.6%
100.0%
100.0%
Information about Pollard’s defined benefit plans, in aggregate, is as follows:
2024
2023
Benefit plan assets
Fair value, beginning of year
$
91,573
$
79,526
Expected return on plan assets
4,278
4,098
Employer contributions
2,899
3,046
Benefits paid
(2,049)
(1,836)
Remeasurement gains
9,322
7,194
Administrative costs paid from plan assets
(149)
(151)
Effect of movements in exchange rates
1,182
(304)
Fair value, end of year
$
107,056
$
91,573
2024
2023
Accrued benefit plan obligations
Balance, beginning of year
$
94,165
$
78,538
Current service cost
5,386
4,662
Interest cost
4,364
3,997
Benefits paid
(2,049)
(1,836)
Remeasurement losses (gains)
(1,840)
9,124
Effect of movements in exchange rates
1,219
(320)
Balance, end of year
$
101,245
$
94,165
Net pension asset (liability)
$
5,811
$
(2,592)
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
15.
Pension asset (liability) (continued):
2024
2023
Net defined benefit plans expense
Current service cost
$
5,386
$
4,662
Interest on plan obligations
4,364
3,997
Actual return gain on plan assets
(13,600)
(11,292)
Difference between expected return and actual
return on plan assets
9,322
7,194
Plan administrative costs
611
513
Net defined benefit plans expense
6,083
5,074
Defined contribution plans expense
1,473
1,273
Net pension plans expense
$
7,556
$
6,347
Actuarial assumptions
The principal actuarial assumptions used in measuring at the reporting date are as follows:
2024
2023
Discount rate
4.7% to 5.8%
4.6% to 5.3%
Rate of compensation increase
0.0% to 3.0%
0.0% to 3.0%
Assumptions regarding future mortality have been based on published statistics and mortality tables.
As of December 31, 2024 and December 31, 2023, Pollard used CPM2014 Private Sector projected
CPM-B mortality table for its Canadian subsidiary’s pension plans and the Pri-2012 mortality tables
using scale MP-2021 for its U.S. subsidiary’s pension plans.
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions,
holding other assumptions constant, would have affected the defined benefit obligation by the
amounts show below:
Increase
Decrease
Discount rate (1% movement)
$
(15,525)
$
20,067
Rate of compensation (1% movement)
$
2,124 $
(2,015)
Future mortality (one year)
$
1,202
$
(1,219)
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
15.
Pension asset (liability) (continued):
Remeasurements
2024
2023
Remeasurement gains arising on plan assets
$
9,322
$
7,194
Remeasurement gains (losses) arising on plan liabilities
from:
Demographic assumptions
$
(2)
$
8
Financial assumptions
2,758
(7,600)
Experience adjustments
(916)
(1,532)
Remeasurement gains (losses) arising on plan liabilities
$
1,840
$
(9,124)
Net remeasurement gains (losses) on defined benefit
plans
$
11,162
$
(1,930)
Remeasurements recognized in other comprehensive income (loss)
2024
2023
Gains accumulated in retained earnings, beginning of
year
$
159
$
1,551
Remeasurement gains (losses) recognized during the
year, net of income taxes
8,196
(1,392)
Gains accumulated in retained earnings, end of year
$
8,355
$
159
16.
Share capital:
Shares
Amount
Authorized
Unlimited common shares
Unlimited preferred shares
Issued
Balance at January 1, 2023
26,917,669
$
149,849
Stock options exercised
55,000
862
Balance at December 31, 2023
26,972,669
$
150,711
Stock options exercised
88,750
1,300
Balance at December 31, 2024
27,061,419
$
152,011
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
16.
Share capital (continued):
Dividends:
Dividends are paid on the common shares within 15 days of the end of each quarter and are fully
discretionary, as determined by the Board of Directors of Pollard.
On November 13, 2024, a dividend of $0.05 per share was declared, paid on January 15, 2025, to
the shareholders of record on December 31, 2024.
Ownership restrictions:
The holders of the common shares are entitled to one vote in respect to each common share held,
subject to the Board of Directors ability to take constraint actions when a person, or group of persons
acting in concert acquires, agrees to acquire, holds, beneficially owns or controls, either directly or
indirectly, a number of shares equal to or in excess of 5% of the common shares (on a non-diluted
basis) issued and outstanding (“Ownership Threshold”). The Board of Directors, in its sole discretion,
can take the following constraint actions:
•
place a stop transfer on all or any of the common shares believed to be in excess of the
Ownership Threshold;
•
suspend all voting and/or dividend rights on all or any of common share held believed to be
in excess of the Ownership Threshold;
•
apply to a court seeking an injunction to prevent a person from acquiring, holding, owning,
controlling and/or directing, directly or indirectly, common shares in excess of the Ownership
Threshold; and/or
•
make application to the relevant securities commission to effect a cease trading order or
such similar restriction, until the person no longer controls common shares equal to or in
excess of the Ownership Threshold.
In addition, if a Gaming Regulatory Authority has determined that ownership by a holder of common
shares is inconsistent with its declared policies, the Board of Directors is entitled to take constraint
action against such shareholder. Any person who controls common shares equal to or in excess of
the Ownership Threshold, may be required to file an application, be investigated and have suitability
as a shareholder determined by a Gaming Regulatory Authority, if such Gaming Regulatory Authority
has reason to believe such ownership would otherwise be inconsistent with its declared policies.
The shareholder must pay all the costs of the investigation incurred by any such Gaming Regulatory
Authority.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
16.
Share capital (continued):
Capital management:
Pollard’s objectives in managing capital are to preserve a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of the business. Pollard
also strives to keep an optimal capital structure to reduce the overall cost of capital.
In the management of capital, Pollard includes long-term debt, share capital and retained earnings,
but excludes reserves. The Board of Directors regularly monitors the levels of debt, equity and
dividends.
Pollard monitors capital on the basis of funded debt to income before interest, income taxes,
amortization, depreciation and certain other items ratio, working capital ratio and debt service
coverage. Pollard has externally imposed capital requirements as determined through its bank credit
facility. As at December 31, 2024, Pollard is in compliance with all financial covenants.
There were no changes in Pollard’s approach to capital management during the current period.
Share based compensation:
Under the Pollard Banknote Limited Stock Option Plan the Board of Directors has the authority to
grant options to purchase common shares to eligible persons and to determine the applicable terms.
The aggregate maximum number of common shares available for issuance from Pollard’s treasury
under the Option Plan is 2,354,315 common shares.
Changes in the number of options outstanding during the years ended December 31, 2024, and 2023
were as follows:
2024
2023
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Balance, beginning of year
470,000 $
21.46
312,500 $
19.98
Granted
–
$
–
225,000 $
21.33
Forfeited
–
$
–
(12,500) $
21.33
Exercised
(88,750) $
10.20
(55,000) $
12.55
Balance, end of year
381,250 $
23.73
470,000 $
21.46
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
16.
Share capital (continued):
As of December 31, 2024, no share options had expired. Options outstanding have been granted on
five grant dates, with the exercise price being the common share price on the exercise price
determination date. All of the outstanding options have seven year terms, vesting 25% per year over
the first four years.
2024
2023
Exercise
price
Number
outstanding
Remaining
time to
exercise
Number
exercisable
Number
outstanding
Remaining
time to
exercise
Number
exercisable
$ 10.00
–
–
–
75,000
0.32 years
75,000
$ 20.70
100,000
1.86 years
100,000
107,500
2.86 years
107,500
$ 18.31
25,000
2.21 years
25,000
25,000
3.21 years
18,750
$ 23.65
25,000
2.87 years
25,000
25,000
3.87 years
18,750
$ 61.13
25,000
3.42 years
18,750
25,000
4.42 years
12,500
$ 21.33
206,250
5.19 years
56,250
212,500
6.19 years
–
381,250
225,000
470,000
232,500
17.
Commitments and contingencies:
The following table outlines Pollard’s maturity analysis of the undiscounted cash flow commitments
outstanding relating to certain financial obligations and leases to which Pollard has applied the
recognition exemption available under IFRS 16 Leases as of December 31, 2024:
2025
$
14,712
2026
5,519
2027
4,860
2028
3,334
2029 and thereafter
151
Pollard is contingently liable for outstanding letters of guarantee in the amount of $13,464 at
December 31, 2024 (2023 – $14,799). These letters of guarantee are secured as disclosed in note
14.
Pollard is involved in litigation and claims associated with operations, the aggregate amounts of which
are not determinable. While it is not possible to estimate the outcome of the proceedings,
management is of the opinion that any resulting settlements would not materially affect the financial
position of Pollard. Should a loss occur on resolution of these claims, such loss would be accounted
for as a charge to income in the period in which the settlement occurs.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
17.
Commitments and contingencies (continued):
Pollard has agreed to indemnify Pollard’s current and former directors and officers from and against
liability and costs in respect of any action or suit against them in connection with the execution of
their duties of office, subject to certain usual limitations. No claims with respect to such occurrences
have been made and, as such, no amount has been recorded in these financial statements with
respect to these indemnifications.
18.
Revenue and contract balances:
In the following tables, revenue from contracts with customers is disaggregated by geographical
segment and product line:
Revenue – geographical segment
2024
2023
Canada
$
93,860 $
90,553
United States
356,137
325,409
International
107,102
104,479
Total
$
557,099 $
520,441
Revenue – product lines
2024
2023
Lottery
$
419,040 $
395,952
Charitable
138,059
124,489
Total
$
557,099 $
520,441
The following tables provide information about receivables, contract assets and contract liabilities
from contracts with customers:
Contract balances
December 31,
2024
December 31,
2023
Trade receivables, which are included in accounts
receivable
$
69,258
$
64,146
Contract assets
12,305
7,159
Contract assets, which are included in long-term
assets
5,634
3,719
Contract liabilities
4,911
4,253
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
18.
Revenue and contract balances (continued):
Contract liabilities
December 31,
2024
December 31,
2023
Balance, beginning of year
$
4,253
$
2,159
Increases due to cash received
10,473
6,997
Revenue recognized
(9,854)
(4,917)
Effect of movement in exchange rates
39
14
Balance, end of year
4,911
4,253
Less: current portion
(4,115)
(3,372)
$
796
$
881
19.
Other expenses:
2024
2023
Contingent consideration fair value adjustment
$
(541)
$
440
Severance related costs
1,323
–
Insurance proceeds (net)
–
(242)
Other (income) expenses
(637)
448
$
145
$
646
20.
Finance costs and finance income:
Finance costs
2024
2023
Interest
$
10,287
$
10,517
Foreign exchange loss
9,875
2,887
$
20,162
$
13,404
Finance income
2024
2023
Foreign exchange gain
$
2,487
$
4,930
$
2,487
$
4,930
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
21.
Net income per share:
2024
2023
Net income attributable to shareholders
$
35,198
$
31,418
Weighted average number of shares – basic
27,038,803
26,937,727
Weighted average impact of share options
403,866
475,408
Weighted average number of shares – diluted
27,442,669
27,413,135
Net income per share – basic
$
1.30
$
1.17
Net income per share – diluted
$
1.28
$
1.15
22.
Personnel expenses:
2024
2023
Wages and salaries
$
184,491
$
166,563
Benefits and government payroll remittances
34,355
29,640
Profit share
6,840
5,560
Expenses related to defined benefit pension plans
6,083
5,074
Expenses related to defined contribution pension
plans
1,476
1,273
Share based compensation
650
1,155
$
233,895
$
209,265
23.
Supplementary cash flow information:
2024
2023
Change in non-cash operating working capital:
Accounts receivable
$
3,015
$
1,975
Contract assets
(4,914)
(2,138)
Inventories
716
1,142
Prepaid expenses and deposits
(4,529)
(1,811)
Income taxes receivable
–
28
Accounts payable and accrued liabilities
7,079
8,997
Current portion contract liabilities
324
1,620
$
1,691
$
9,633
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
24.
Related party transactions:
The Control Group and affiliates
During 2021, Pollard entered into a lease with an affiliate of the Control Group for land and building
in Winnipeg, Manitoba for a five-year term (with an option to renew for an additional five-year term)
for annual rent of $404 per year. The rental rates charged were based on current market value at
the time of the leases as determined through an independent appraisal.
During 2023, Pollard entered into a lease with an affiliate of the Control Group for a manufacturing
facility and office space in Winnipeg, Manitoba for a five-year term (with an option to extend for an
additional five-year term) for annual rent of $1,116. The rental rates charged were based on current
market value at the time of the leases as determined through an independent appraisal.
During 2024, Pollard entered into a lease amendment with an affiliate of the Control Group for land
and building in Council Bluffs, Iowa. The amendment extended the term for a five-year term with
annual rent of $583 U.S. dollars for the first year and increasing by 2% each subsequent year. The
rental rate charged was based on the current market value at the time of the extension as determined
through an independent appraisal.
During the year ended December 31, 2024, Pollard paid property rent of $2,314 (2023 – $3,035) and
$658 (2023 – $473) in plane charter costs to affiliates of the Control Group.
During the year, the Control Group paid Pollard $76 (2023 – $72) for accounting and administration
fees.
At December 31, 2024, included in accounts payable and accrued liabilities is an amount owing to
the Control Group and its affiliates for rent, expenses and other items of $811 (2023 – $117).
Included within property, plant and equipment and lease liabilities on the consolidated statement of
financial position are right-of-use assets and corresponding liabilities for premises leased to Pollard
from the Control Group. As at December 31, 2024, the net book value of the right-of-use assets was
$7,103 (2023 – $5,472) and the present value of the lease liabilities was $7,368 (2023 – $5,501).
Key management personnel
Key management personnel are those having authority and responsibility for planning, directing and
controlling the activities of the company. The Board of Directors and the Executive Committee are
considered key management personnel.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
24.
Related party transactions (continued):
Key management personnel compensation comprised:
2024
2023
Salaries, incentives and benefits
$
5,624
$
5,425
Share based compensation
650
1,155
Expenses related to defined benefit pension plans
747
654
$
7,021
$
7,234
As at December 31, 2024, key management personnel of Pollard, as a group, beneficially owned or
exercised control or direction over 17,412,488 common shares of Pollard.
25.
Sales to major customers:
For the year ended December 31, 2024, sales to one customer amounted to 10.9 percent of
consolidated sales. In 2023, sales to one customer amounted to 12.9 percent of consolidated sales.
26.
Segmented information:
Pollard has one reportable segment, which comprises its three operating segments, Lotteries,
Charitable gaming and Retail. These operating segments have been aggregated together as they
have similar economic characteristics, including similar customers and distribution methods. All
operate in the highly regulated lottery and gaming industry.
Pollard’s Co–CEO’s review internal management reports of the combined reportable segment on a
monthly basis.
The following table provides information on the property, plant and equipment, intangibles and
goodwill by geographical location:
December 31,
2024
December 31,
2023
Property, plant and equipment, intangibles and
goodwill:
Canada
$
109,726
$
104,485
United States
165,042
130,647
International
88,838
80,311
$
363,606
$
315,443
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
27.
Financial instruments:
The fair value of a financial instrument is the estimated amount that Pollard would receive or pay to
terminate the instrument agreement at the reporting date.
The following methods and assumptions were used to estimate the fair value of each type of financial
instrument by reference to various market value data and other valuation techniques as appropriate.
The fair values of accounts receivable, accounts payable and accrued liabilities and dividends payable
approximate their carrying values given their short-term maturities.
The fair value of the long-term debt approximates the carrying value due to the variable interest rate
of the debt.
The fair value of the other non-current liabilities approximates the carrying value based on the
expected settlement amount of these liabilities.
Certain financial instruments recorded at fair value on the statements of financial position are
classified using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following levels:
Level 1 – valuation based on the quoted prices observed in active markets for identical assets or
liabilities
Level 2 – valuation techniques based on inputs that are quoted prices of similar instruments in
active markets; quoted prices for identical or similar instruments in markets that are not active;
other than quoted prices used in a valuation model that are observable for that instrument; and
inputs that are derived principally from or corroborated by observable market data by correlation
or other means
Level 3 – valuation techniques with significant unobservable market inputs
A financial instrument is classified to the lowest level of the hierarchy for which a significant input
has been considered in measuring fair value.
As at December 31, 2024, the cash and restricted cash recorded at fair value was classified as level
one of the fair value hierarchy and the contingent consideration liability recorded at fair value was
classified as level three of the fair value hierarchy. The fair value of the contingent consideration
liability is calculated as the present value of the expected future payments, discounted using a risk-
adjusted discount rate. A change to the expected future payments or discount rate would impact the
fair value of the contingent consideration.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
28.
Financial risk management:
Pollard has exposure to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Currency risk
Interest rate risk
Pollard’s risk management policies are established to identify and analyze the risks, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. The Audit Committee oversees
how management monitors compliance with Pollard’s risk management policies and procedures. The
Audit Committee is assisted in its oversight role by Internal Audit, who undertakes regular reviews
of risk management controls and utilizes the annual risk assessment process as the basis for the
annual internal audit plan.
Credit risk
The following table outlines the details of the aging of Pollard’s receivables and the related allowance
for losses:
December 31,
2024
December 31,
2023
Current
$
68,709
$
69,797
Past due for 1 to 60 days
8,857
4,437
Past due for more than 60 days
2,047
1,889
Less: allowance for losses
(494)
(447)
$
79,119
$
75,676
Pollard has applied the expected credit loss model in evaluating the credit risk associated with its
accounts receivable. As part of this analysis, Pollard has grouped its customers into two tranches:
government lottery organizations and charitable gaming distribution networks. For sales to
government lottery organizations, Pollard has assessed the loss allowance at zero based on the
nature of the customer organizations, and no history of losses, collection issues, or significantly
overdue receivables, as well as other customer-specific and forward-looking macroeconomic factors.
Pollard has performed the same assessment for charitable gaming distribution network customers,
resulting in the provision of a loss allowance, as shown in the table above.
Liquidity risk
Liquidity risk is the risk that Pollard will not be able to meet its financial obligations as they fall due.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
28.
Financial risk management (continued):
The following table outlines Pollard’s maturity analysis of the undiscounted cash flows, including
related interest payments, of certain financial liabilities as of December 31, 2024:
Total
2025
2026
2027
2028
2029 &
thereafter
Long-term debt
$
183,643
7,961
7,961
7,961
159,760
–
Lease liabilities
19,327
6,126
5,172
4,050
2,879
1,100
$
202,970
14,087
13,133
12,011
162,639
1,100
Pollard’s approach is to ensure, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due. The estimated 2025 requirements for capital expenditures, working capital
and dividends are expected to be financed from cash flow provided by operating activities and the
unused portion of Pollard’s credit facility. Pollard enters into contractual obligations in the normal
course of business operations.
Currency risk
Pollard sells a significant portion of its products and services to customers in the United States and
to some international customers where sales are denominated in U.S. dollars. In addition, a significant
portion of its cost inputs are denominated in U.S. dollars. Pollard also generates revenue in currencies
other than the Canadian and U.S. dollar, primarily in Euros.
Translation differences arise when foreign currency monetary assets and liabilities are translated at
foreign exchange rates that change over time. As at December 31, 2024, the amount of financial
assets denominated in U.S. dollars exceeded the amount of financial liabilities in U.S. dollars by
approximately $14,854. As at December 31, 2023, the amount of financial the amount of financial
liabilities denominated in U.S. dollars exceeded the amount of financial assets in U.S. dollars by
approximately $86,141. A 50 basis point weakening/strengthening in the value of the Canadian dollar
relative to the U.S. dollar would result in a decrease/increase in income before taxes of approximately
$74 for the year ended December 31, 2024 (2023 – $431).
Pollard utilizes a number of strategies to mitigate its exposure to currency risk. Six manufacturing
facilities are located in the U.S. and a significant amount of cost inputs for all production facilities are
denominated in U.S. dollars, offsetting a large portion of the U.S. dollar revenue in a natural hedge.
Pollard Banknote Limited
Notes to Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except for share amounts)
Years ended December 31, 2024 and 2023
28.
Financial risk management (continued):
Pollard also uses financial hedges, including foreign currency contracts, to help manage foreign
currency risk. At December 31, 2024, and at December 31, 2023, Pollard had no outstanding foreign
currency contracts.
Interest rate risk
Pollard is exposed to interest rate risk relating to its fixed and floating rate instruments. Fluctuation
in interest rates will have an effect on the valuation and repayment of these instruments.
A 50 basis point decrease/increase in interest rates would result in an increase/decrease in income
before income taxes of approximately $759 for the year ended December 31, 2024 (2023 – $600).
John Pollard
CO-CHIEF EXECUTIVE OFFICER
Douglas Pollard
CO-CHIEF EXECUTIVE OFFICER
Steven Fingold
EXECUTIVE VICE PRESIDENT, CHARITABLE GAMING
Paul Franzmann
EXECUTIVE VICE PRESIDENT, CORPORATE DEVELOPMENT
Pedro Melo
EXECUTIVE VICE PRESIDENT, INFORMATION TECHNOLOGY
Margaret Proven
EXECUTIVE VICE PRESIDENT, HUMAN RESOURCES
Riva Richard
GENERAL COUNSEL AND EXECUTIVE VICE PRESIDENT,
LEGAL AFFAIRS
Robert Rose
EXECUTIVE VICE PRESIDENT, FINANCE AND CHIEF
FINANCIAL OFFICER
Robert Young
EXECUTIVE VICE PRESIDENT, GLOBAL LOTTERY
Senior
Management
Computershare Trust Company of Canada,
Toronto, Ontario
Toronto-Dominion Bank,
Winnipeg, Manitoba
Bank of Montreal,
Calgary, Alberta
Canadian Western Bank,
Edmonton, Alberta
140 Otter Street
Winnipeg, Manitoba, R3T 0M8
t: 204-474-2323
f: 204-453-1375
Robert Rose
140 Otter Street
t: 204-474-2323
e: winnipeg@pollardbanknote.com
The Toronto Stock Exchange - PBL
KPMG LLP,
Winnipeg, Manitoba
Transfer
Agent
Bankers
Head Office
Investor
Relations
Stock
Exchange Listing
Independent
Auditors
Gordon Pollard EXECUTIVE CHAIR
Dave Brown 1
Lee Meagher1
Carmele Peter1
John Pollard
Douglas Pollard
1 Member of the Audit Committee, Compensation Committee
and the Governance and Nominating Committee
The Board
of Directors
of Pollard
Banknote
Limited
140 Otter Street
Winnipeg, Manitoba R3T 0M8
(204) 474 - 2323
www.pollardbanknote.com
2 0 2 4 A N N U A L R E P O R T