Winpak Limited Annual Report 2022

Plain-text annual report

ANNUAL REPORT 2022 REPORT TO SHAREHOLDERS While we look back at 2022 as an absolute record year for Winpak, both in terms of revenue and net income, critical challenges were numerous and strained many activities. The availability of human resources in the beginning of the year was constrained by the COVID-19 pandemic’s impact on absenteeism, slowly easing in the course of the year. However, access to human capital for operations remained tight and impacted productivity across all our stakeholders, and certainly within Winpak. Efforts to broaden inclusion and acceptance of diversity had a positive impact, yet more needs to be accomplished. Certain resin raw materials were in short supply and remained on allocation in some instances. Following the closure of Chinese mills in the latter part of 2021, global aluminum foil availability was severely reduced. The brittleness of the supply chain in the ﬁ rst half of the year dramatically affected both our ability to supply high demand levels and impeded our productivity through short runs and permanent schedule breaks. While some specialty feedstocks are still on short supply, pressure on major commodity resin pricing has eased somewhat, relieving exhausted customers from the constant price pass- through pressure. Once again, Winpak’s supply chain, operations, technical services and customer service teams, in all business units, turned these challenges into a competitive advantage and have shown incredible creativity and resilience. No effort was spared to improve our service levels, at times at tremendous costs to our operations, and in parallel, optimized the performance of our operations. Environmental, Social and Governance (ESG) is back at the forefront as pandemic related disruptions fade away. The positive economic environment in the latter part of 2021 that persisted into the very early days of 2022, despite inﬂ ationary pressure, put the focus on sustainability pledges, a priority for customers and investors alike. Winpak’s focus on offering a recycle-ready solution for all our product groups by 2025 is well on track. Similarly, the development of high-barrier, renewable materials, either made of natural ﬁ bres or from organic by-products, are reaching pre-production maturity. Products containing post-consumer recycled (PCR) content are becoming available. The Company is very proud of its Carbon Disclosure Project score of A-minus in 2022, which puts us amongst the leaders of our industry. Today, approximately one-third of Winpak’s revenue stems from environmentally sound, recycle-ready packages. Global supply chains, energy availability and costs in the wake of the war in Ukraine and other geopolitical tensions, persistent inﬂ ationary pressure and fear of a recession have lowered the economic outlook and thereby the investments in packaging equipment by our customers. The 2022 net income attributable to equity holders of the Company reached $128.3 million, eclipsing the $103.8 million achieved in 2021, an increase of 23.6 percent, while revenue soared to $1,181.1 million, an increase over 2021 of 17.9 percent. These new records stem from of a blend of very strong volume growth in our modiﬁ ed atmosphere packaging (MAP) product group and from company-wide selling price increases. Volume in our rigid container and ﬂ exible lidding business was impacted by difﬁ culties in sourcing aluminum foil for lidding activities, which also depressed sales of the associated rigid containers. Some activities were restrained in the latter part of the year due to inventory overstock situations at many customers. Company-wide volume growth was 0.6 percent. Gross proﬁ t reached $331.8 million, a 20.9 percent improvement over 2021. During the course of 2022, many of the 2021 initiatives to add capacity in extrusion coating equipment, sheet and thermoforming line upgrades from polystyrene to polypropylene, automated die-cutters, in-mold label injection molding, spouted pouch production, laser-etched reclosable packaging to name a few were ramped up, while our engineering teams were busy preparing the next wave of installations and investments earmarked for 2023. Prolonged equipment lead time due to supply chain limitations around electronic components have pushed back some of the new equipment installations. The MAP business at the Winnipeg, Manitoba facility grew in double digits across North America, setting a new record for revenue and proﬁ tability. New capacity came on board in the latter part of 2021, which was almost instantly sold out, but additional capacity will be installed in the latter part of 2023. The new generation recyclable high-barrier mono-material thermoformable structures appear to outpace expectations in terms of performance at costs comparable with existing non-recyclable, higher carbon footprint solutions. The business is gearing up for another site expansion. The facility in Querétaro, Mexico has been a key driver of growth and proﬁ tability, consolidating Winpak’s presence in the Mexican market with its new print technology, geared towards highly sophisticated, high-resolution print designs. American Biaxis Inc., the sole producer of biaxially oriented polyamide (nylon) ﬁ lms in North America, had strong volume demand for the ﬁ rst three quarters of 2022 and saw volumes receding in the latter part of the year due to excess inventory situations at many customers and a slowdown of some market segments as consumption under inﬂ ationary pressure was tamed. The qualiﬁ cation of the new high-tech nylon line made signiﬁ cant progress late in the year which bodes well for 2023. The trends for the healthcare market remain favorable, fueled by an aging population, sophisticated therapies, medical devices, and growth in generic drugs to contain healthcare costs. The market slowdown experienced during the pandemic appears to be behind us and signiﬁ cant volume growth was accomplished via Winpak Heat Seal and Winpak Control Group activities, spurred by the vertical integration of base material manufacturing at historic Winpak sites, along with exceptional customer service from Winpak Control Group. The rigid container business, which consists of the production of plastic sheets and thermoformed barrier containers performed to record levels operationally despite seeing volumes drop below expectations in the specialty beverage market and in applications where the shortfall of lidding availability hampered cup or tray sales. As with ﬂ exible packaging, the trend towards recycle-ready containers, the introduction of PCR content or materials from renewable sources is an area of prime focus with our customers, keen to reduce their environmental footprint. Our new injection molding center for containers with in-mold label capabilities has been commissioned and the ﬁ rst approved commercial application will launch in 2023. 1 REPORT TO SHAREHOLDERS The Company’s product offering as a system of highly technical ﬂ exible lidding solutions, combined with rigid containers, whether in die-cut or roll-fed form, foil-based or high-barrier plastics, sets Winpak apart in the industry. Our roll-fed ﬂ exible lidding and sachet products manufactured at our Vaudreuil- Dorion, Quebec facility complements our large die-cut lid presence which has been negatively impacted by the shortage of aluminum foil supply on a global basis, besides some allocations and other limitations with key specialty resins. The supply situation improved in the latter part of the year and no effort is spared to regain lost ground. Employment in Quebec remains tight for night and weekend shifts, yet is slowly improving. The packaging machinery business still meanders through supply chain shortages and demand slowed in the second half of the year because of increased cost of capital and the economic outlook. The parts and service component of the business helped maintain proﬁ tability at the 2021 level. Now located in its new site in Rialto, California, three new machine types have been engineered and reached commercial level, which sets an excellent foundation once the opportunity for growth in the market resumes. The focus remains on system sales, combining the sale of packaging consumables with machinery. The supply chain crisis, particularly for aluminum foil, as well as the COVID-19 pandemic in the early part of the year, demanded the utmost from every Winpak employee to maintain our commitment to exceptional service levels. Despite these hurdles, we maintained focus on our strategic expansions in all market segments of the Company and grew volumes at a remarkable rate where we weren’t hindered by supply tightness. Winpak also launched an initiative around diversity, equality, and inclusion to make everyone, regardless of who they are or what they do for the Company, feel equally involved and supported in all areas of the workplace and to foster and create more innovative approaches in terms of how business is conducted throughout the organization. Our portfolio of new sustainable products and other new products, fostered by new technologies, will spur steady, future growth. Investments in research and development initiatives and capital for new technologies and increased capacity are placing the Company in a strong position for growth as our customers increasingly regain their ability to qualify Winpak packaging materials. O.Y. Muggli President and Chief Executive Ofﬁ cer Winnipeg, Canada February 28, 2023 2 REVIEW (Values expressed in US dollars) Operating results ($ million except earnings per share) Revenue Income from operations EBITDA (1) Net income attributable to equity holders of the Company Earnings per share (cents) (2) Investments and assets ($ million) Investments in property, plant and equipment Business acquisition Total assets Financial position 2022 2021 2020 2019 2018 1,181.1 1,002.0 172.3 220.0 128.3 197 49.1 - 142.4 187.8 103.8 160 48.3 - 852.5 146.8 191.5 106.3 164 51.3 - 873.8 155.0 198.5 114.8 177 58.1 42.7 889.6 150.1 190.2 108.9 168 71.2 - 1,462.5 1,321.7 1,332.6 1,212.4 1,088.9 Net return on opening equity attributable to equity holders of the Company Return on opening invested capital (3) 11.9% 20.9% 9.2% 19.1% 10.3% 20.1% 12.5% 23.4% 13.3% 24.7% Basis of Presentation • The Company’s ﬁ scal year is usually 52 weeks in duration, but includes a 53rd week every ﬁ ve to six years. All years presented on pages 3 and 4 were 52 weeks in duration, with the exception of 2012 and 2017, which were 53 weeks in duration. All years presented on pages 3 and 4 are in accordance with International Financial Reporting Standards (IFRS). • Deﬁ nitions (1) EBITDA (income before interest, tax, depreciation and amortization) is not a recognized measure under IFRS. Management believes that in addition to net income attributable to equity holders of the Company, EBITDA is a useful supplemental measure as it provides investors with an indication of cash available for distribution prior to debt service, capital expenditures, payment of lease liabilities and income taxes. Investors should be cautioned, however, that EBITDA should not be construed as an alternative to net income attributable to equity holders of the Company determined in accordance with IFRS as an indicator of the Company’s performance. The Company’s method of calculating EBITDA may differ from other companies and, accordingly, EBITDA may not be comparable to measures used by other companies. Refer to the section entitled Selected Financial Information on page 5 of this document for the calculation of EBITDA from 2020 to 2022. (2) In 2017, a one-time income tax recovery of 17 cents per share was recorded due to the revaluation of deferred tax asset and liability balances within the US operations as a result of US tax reform enacted in December 2017. (3) Return on opening invested capital is deﬁ ned as income from operations divided by invested capital, which is deﬁ ned as the sum of total debt, equity, net deferred tax liability, and accumulated goodwill amortization. 3 REVIEW CAPEX % of Revenue 4 MANAGEMENT’S DISCUSSION AND ANALYSIS Forward-looking statements: Certain statements made in the following Management’s Discussion and Analysis contain forward-looking statements including, but not limited to, statements concerning possible or assumed future results of operations of the Company. Forward-looking statements represent the Company’s intentions, plans, expectations and beliefs, and are not guarantees of future performance. Such forward-looking statements represent Winpak’s current views based on information as at the date of this report. They involve risks, uncertainties and assumptions and the Company’s actual results could differ, which in some cases may be material, from those anticipated in these forward-looking statements. Factors that could cause results to differ from those expected include, but are not limited to: the terms, availability and costs of acquiring raw materials and the ability to pass on price increases to customers; ability to negotiate contracts with new customers or renew existing customer contracts with less favorable terms; timely response to changes in customer product needs and market acceptance of our products; the potential loss of business or increased costs due to customer or vendor consolidation; competitive pressures, including new product development; industry capacity, and changes in competitors’ pricing; ability to maintain or increase productivity levels; ability to contain or reduce costs; foreign currency exchange rate ﬂ uctuations; changes in governmental regulations, including environmental, health and safety; changes in Canadian and foreign income tax rates, income tax laws and regulations. In addition, factors arising as a result of the Coronavirus (COVID-19) global pandemic that could cause results to differ from those expected include, but are not limited to: potential government actions, changes in consumer behaviors and demand, changes in customer requirements, disruptions of the Company’s suppliers and supply chain, availability of personnel and uncertainty about the extent and duration of the pandemic. Unless otherwise required by applicable securities law, Winpak disclaims any intention or obligation to publicly update or revise this information, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance upon forward-looking statements. General Information The following discussion and analysis dated February 28, 2023 was prepared by management and should be read in conjunction with the consolidated ﬁ nancial statements prepared in accordance with International Financial Reporting Standards (IFRS). The following discussion and analysis is presented in US dollars except where otherwise noted. The consolidated ﬁ nancial statements include the accounts of all subsidiaries. The Company’s functional and reporting currency is the US dollar. The Company has ﬁ led a separate Management’s Discussion and Analysis for its fourth quarter of 2022, which is available on the Company’s website at www.winpak.com or on SEDAR at www.sedar.com. The ﬁ scal year of the Company ends on the last Sunday of the calendar year. As a result, the Company’s ﬁ scal year is usually 52 weeks in duration, but includes a 53rd week every ﬁ ve to six years. The 2022 and 2021 ﬁ scal years are both comprised of 52 weeks. Company Overview The Company provides three distinct types of packaging technologies: a) ﬂ exible packaging, b) rigid packaging and ﬂ exible lidding and c) packaging machinery. Each is deemed to be a separate operating segment. The ﬂ exible packaging segment includes the modiﬁ ed atmosphere packaging, specialty ﬁ lms and biaxially oriented nylon product groups. Modiﬁ ed atmosphere packaging extends the shelf life of perishable foods, while at the same time maintains or improves the quality of the product. The packaging is used for a wide range of markets and applications, including fresh and processed meats, poultry, cheese, medical device packaging, high performance pouch applications and high-barrier ﬁ lms for converting applications. Specialty ﬁ lms include a full line of barrier and non-barrier ﬁ lms which are ideal for converting applications such as printing, laminating and bag making, including shrink bags. Biaxially oriented nylon ﬁ lm is stretched by length and width to add stability for further conversion using printing, metalizing or laminating processes and is ideal for food packaging applications such as cheese, ﬂ uid and viscous liquids, and industrial applications such as book covers and balloons. The rigid packaging and ﬂ exible lidding segment includes the rigid containers, lidding and specialized printed packaging product groups. Rigid containers include portion control and single-serve containers, as well as plastic sheet, custom and retort trays, which are used for applications such as food, pet food, beverage, dairy, industrial and healthcare. Lidding products are available in die-cut, daisy chain and rollstock formats and are used for applications such as food, dairy, beverage, pet food, industrial and healthcare. Specialized printed packaging provides packaging solutions to the pharmaceutical, healthcare, nutraceutical, cosmetic and personal care markets. Packaging machinery includes a full line of horizontal ﬁ ll/seal machines for preformed containers and vertical form/ﬁ ll/seal pouch machines for pumpable liquid and semi-liquid products and certain dry products. Selected Financial Information Millions of US dollars, except per share and margin amounts Revenue Income from operations Net income attributable to equity holders of the Company Gross proﬁ t margin Earnings per share (cents) Reconciliation of EBITDA Net income Income tax expense Net ﬁ nance (income) expense Depreciation and amortization EBITDA 5 2022 1,181.1 172.3 128.3 28.1% 197 128.2 45.9 (1.8) 47.7 220.0 2021 1,002.0 142.4 103.8 27.4% 160 106.3 35.3 0.8 45.4 187.8 2020 852.5 146.8 106.3 30.9% 164 108.9 38.8 (1.0) 44.8 191.5 Highlights ∆ For the second year in a row, the level of revenue achieved represented the highest in the Company’s history. Revenue grew by $179.1 million or 17.9 percent from 2021 to $1,181.1 million. Revenue growth reﬂ ected the signiﬁ cant inﬂ uence of selling price and mix changes of $176.6 million. ∆ In dollar terms, gross proﬁ t advanced by a remarkable 20.9 percent compared to the prior year whereas sales volume gains were less than 1 percent. The substantial expansion in the spread between selling prices and raw material costs was only somewhat counteracted by the margin contraction attributable to the rate at which sales volumes increased in relation to the rise in manufacturing costs. After escalating by 43.8 percent in 2021, the annual average cost of raw materials purchased by the Company climbed by a further 9.4 percent in 2022. Towards the end of 2022, costs began to recede as additional producer supply became available and the global demand for the Company’s key resins declined because of the weakened global economic environment. ∆ Higher personnel and pre-production costs, along with elevated freight and distribution costs, contributed to the heightened operating expenses. In addition, expected credit loss expenses on trade and other receivables were in contrast to the credit loss recoveries recorded in 2021. Overall, these items reduced earnings per share by 26.5 cents. ∆ Net income attributable to equity holders of the Company of $128.3 million was an all-time high for Winpak, surpassing the 2021 result by 23.6 percent. The exceptional result was largely a function of the sizeable progression in gross proﬁ t. ∆ Capital expenditures in 2022 amounted to $49.1 million, highlighted by spending relating to the injection molded container endeavor, the purchase of land and building next to the Winnipeg, Manitoba modiﬁ ed atmosphere packaging operation and new conversion capacity. ∆ Cash and cash equivalents ended the year at $398.7 million, an increase of $21.2 million from the start of the year, despite the net investment increase in working capital of $116.4 million. The Company generated $77.6 million in cash ﬂ ow from operating activities, which was more than sufﬁ cient to fund $49.1 million in capital projects and $6.0 million in regular dividends. The Company will utilize its cash resources on hand and generate additional cash ﬂ ow from operations to fund its investing and operating activities in 2023. In addition, management will continue to evaluate strategic acquisition opportunities in concert with implementing the organic capital investment program, all focused on enhancing long-term shareholder value. There are no short-term borrowings or long-term debt outstanding. 6 MANAGEMENT’S DISCUSSION AND ANALYSIS Results of Operations Components of total increase (decrease) in earnings per share (EPS) Organic growth Gross proﬁ t margins Operating expenses, net ﬁ nance (income) expense and non-controlling interests Income taxes Foreign exchange Total increase (decrease) in EPS (cents) 2022 1.0 62.5 (19.5) (3.5) (3.5) 37.0 2021 15.0 (16.0) (4.5) 3.5 (2.0) (4.0) 2020 (4.0) (7.5) (1.5) (0.5) 0.5 (13.0) Ongoing operations Organic growth is the impact on net income due entirely to increased sales volumes and excludes the inﬂ uence of acquisitions, divestitures and foreign exchange. In 2022, higher sales volumes enhanced EPS by 1.0 cent. Gross proﬁ t margins improved in 2022 as the signiﬁ cant widening in the spread between selling prices and raw material costs was only partially offset by the narrowing stemming from the rise in manufacturing costs in relation to relatively unchanged sales volumes. Operating expenses vaulted ahead by a much greater rate than sales volumes, dampening EPS by 26.5 cents. Higher net ﬁ nance income and the level of net earnings attributable to non-controlling interests each had a positive effect on EPS, adding 3.0 cents and 4.0 cents, respectively. The effective income tax rate surpassed the prior year by 1.4 percentage points, lowering EPS by 3.5 cents. Foreign exchange had a negative impact of 3.5 cents on EPS versus the previous year. Signiﬁ cantly higher negative translation differences were recorded on the revaluation of Canadian dollar monetary assets and liabilities in the current year. Additionally, losses were realized on foreign exchange contracts in 2022 in contrast to the gains that were recorded in 2021. These occurrences were only partially mitigated by the Company’s Canadian dollar transactions being translated at a more beneﬁ cial average exchange rate in 2022. Revenue Revenue Change Volume increase (decrease) Business acquisition Price and mix gains (losses) Foreign exchange (losses) gains Total increase (decrease) in revenue Millions of US dollars 2021 82.3 - 60.4 6.8 149.5 2022 5.8 - 176.6 (3.3) 179.1 2020 (21.4) 17.4 (16.3) (1.1) (21.4) For 2022, revenue reached an all-time high of $1,181.1 million, growing by 17.9 percent from the 2021 level of $1,002.0 million. Volumes were virtually unchanged, advancing by 0.6 percent. Within the ﬂ exible packaging operating segment, volume gains amounted to 4 percent. Growth for the modiﬁ ed atmosphere packaging product group reached 11 percent, fueled by the frozen food packaging business as well as heightened demand for protein and cheese packaging, particularly for customers that supply retail food industries. Conversely, specialty ﬁ lm volumes retreated because of customer loss and the strategic exit from certain low-margin business. Biaxially oriented nylon volumes fell signiﬁ cantly as several key customers altered their order patterns in response to the excess inventory they had accumulated in the prior year as a means to counteract the severe supply chain challenges. The rigid packaging and ﬂ exible lidding operating segment volumes receded by 3 percent. For the rigid container product group, lower condiment and specialty beverage shipments caused volumes to decline by 5 percent. The lidding product group experienced a shortage of manufacturing labor throughout 2022, limiting productive capacity. Additionally, severe aluminum foil procurement obstacles prevailed during the ﬁ rst quarter of 2022. Consequently, volumes contracted by 3 percent. Stemming from the nutraceutical packaging business secured during 2021, sizeable volume growth was generated by the specialized printed packaging group. Packaging machinery volumes were essentially equal to the prior year. Selling price and mix changes had a large favorable effect on revenue of 17.6 percent as the substantial overall rise in raw material and other costs over the past 18 months generated much higher selling prices to customers. Foreign exchange had virtually no effect on revenue. Gross proﬁ t margins For the current year, gross proﬁ t margins of 28.1 percent of revenue exceeded the 2021 level of 27.4 percent. More importantly, gross proﬁ t surged by 20.9 percent from $274.4 million to $331.8 million over the same time period while sales volumes expanded by only 0.6 percent. A sizeable increase in EPS of 62.5 cents took place as a result. Selling prices rose to a much larger extent than raw material costs, which included signiﬁ cant aluminum foil transportation costs, raising EPS by 94.0 cents. During 2021, on account of the inherent delay prescribed within formal customer price indexing programs, raw material costs escalated much greater than the related selling price adjustments. The opposite dynamic took place in 2022. Additionally, since the ﬁ nal quarter of 2021, a series of inﬂ ationary selling price increases have been enacted to combat the growth in operating expenses. Compared to 2021, the rate of acceleration of ﬁ xed manufacturing overheads exceeded the muted rate of sales volume growth, tempering EPS by 31.5 cents. 7 Winpak’s average raw material index, which represents the weighted cost of the Company’s eight primary raw materials, rose by 9.4 percent from the 2021 average. The change in raw material pricing varied amongst the different raw materials. Nylon resin advanced by 40 percent and aluminum foil increased by 30 percent. In contrast, polypropylene resin recorded a decrease of 24 percent. Raw Material Index Increase (decrease) in index compared to prior year 2022 9.4% 2021 43.8% 2020 (7.9%) Expenses For the 2022 ﬁ scal year, operating expenses, adjusted for foreign exchange, advanced at a rate of 18.2 percent in comparison to the 0.6 percent expansion in sales volumes, subtracting 26.5 cents from EPS. Heightened freight and distribution costs, in combination with higher personnel and expected credit loss expenses, were the key variables leading to the rise in operating expenses. Furthermore, pre-production costs, which related mainly to the commercialization of the new biaxially oriented polyamide (BOPA) line, were signiﬁ cant. Foreign Exchange Year-end exchange rate of CDN dollar to US dollar Year-end exchange rate of US dollar to CDN dollar (Depreciation) appreciation of CDN dollar vs. US dollar year-end exchange rate compared to the prior year Average exchange rate of CDN dollar to US dollar Average exchange rate of US dollar to CDN dollar (Depreciation) appreciation of CDN dollar vs. US dollar average exchange rate compared to the prior year 2022 0.736 1.359 (5.8%) 0.771 1.297 (3.1%) 2021 0.781 1.281 0.4% 0.796 1.256 7.1% 2020 0.778 1.285 1.7% 0.743 1.345 (1.2%) Winpak utilizes the US currency as both its reporting and functional currency. However, with approximately 65 percent of its production capacity located in Canada, it is exposed to foreign exchange risks and records foreign currency differences on transactions and translations denominated in Canadian dollars as well as other foreign currencies. With a production facility located in Mexico, the Company is also exposed to foreign exchange risks on costs denominated in Mexican pesos but these are less signiﬁ cant. On a net basis, foreign exchange had a negative impact on EPS of 3.5 cents in 2022 compared to the prior year. Approximately 11 percent of revenues and 18 percent of costs in the current year were denominated in Canadian dollars. The net outﬂ ow of Canadian dollars exposes Winpak to transaction differences arising from exchange rate ﬂ uctuations. The depreciation in the average exchange rate of the Canadian dollar in relation to the US dollar in 2022 of 3.1 percent increased EPS by 2.0 cents compared to 2021. As part of the Company’s hedging program to manage this risk, the foreign exchange contracts that matured during 2022 were at a less advantageous average exchange rate, generating foreign exchange losses. In the prior year, foreign exchange gains were incurred on these ﬁ nancial instruments and the relative change decreased EPS by 3.0 cents. Additionally, translation differences, which arise when Canadian dollar monetary assets and liabilities are translated at exchange rates that change over time, subtracted 2.5 cents from EPS in the current year in comparison to 2021. Summary of quarterly results Thousands of US dollars, except earnings per share (EPS) amounts (cents) Quarter ended Revenue March 27 June 26 September 25 December 25 275,982 310,254 302,532 292,365 1,181,133 2022 Net income* 33,870 33,671 29,567 31,235 128,343 2021 EPS Quarter ended Revenue Net income* EPS March 28 June 27 September 26 December 26 52 52 45 48 197 224,806 243,969 254,166 279,053 1,001,994 24,495 28,520 20,762 30,031 103,808 38 44 32 46 160 *attributable to equity holders of the Company 8 MANAGEMENT’S DISCUSSION AND ANALYSIS Various factors affect timing of the Company’s earnings during the course of a year. Typically, seasonal factors contribute to stronger revenue and net income in the second and fourth quarters compared to the ﬁ rst and third quarters. Factors inﬂ uencing seasonal trends are the higher demand for certain food products in advance of the summer season and the greater number of holidays in the fourth quarter. During the third quarter, revenue and net income are typically lower due to reduced order levels and plant maintenance shutdowns scheduled to coincide with the summer. Sudden and substantial changes in the rate of exchange between the Canadian and US dollars from one quarter to another may cause revenue and net income to vary from the historic trend. Similarly, sudden and signiﬁ cant changes in the cost of raw materials consumed from one quarter to another can be expected to increase or decrease net income in a manner that does not conform to the normal pattern. Furthermore, unexpected adverse weather conditions could inﬂ uence the supply and price of raw materials or customer order levels, and the timing of commercializing new manufacturing equipment can cause revenue and net income to depart from established trends. The following items inﬂ uenced the timing of the Company’s reported results beyond historic trends. During the second half of 2021 and throughout 2022, selling prices increased signiﬁ cantly as a result of the pass-through of higher raw materials to customers on formal contractual price indexing arrangements. Furthermore, a sequence of non-contractual, inﬂ ationary selling price adjustments were implemented over the same time horizon. Sales volumes in the ﬁ rst quarter of 2022 were tempered as the surge in COVID-19 infections limited the availability of labor, which lowered the Company’s productive capacity. Additionally, supply chain disruptions were prevalent in the ﬁ rst quarter of 2022, most notably for aluminum foil, restraining sales volumes. During the third and fourth quarters of 2022, sales volumes were negatively impacted by the loss of business as well as customers unwinding the exceptional inventory levels that were established over the preceding 18 months to address the unstable supply chain environment. Cash Flow, Liquidity and Capital Resources At December 25, 2022, Winpak’s cash and cash equivalents balance totalled $398.7 million, an increase of $21.2 million from the prior year-end. This reﬂ ected cash provided by operating activities of $77.6 million less disbursements for investing activities of $49.5 million and ﬁ nancing activities of $6.9 million. Operating activities Cash from operating activities was $77.6 million. Cash generated from operating activities before changes in working capital reached $221.2 million, an increase of $35.2 million from 2021. Additions to working capital amounted to $116.4 million. Inventory balances climbed by $101.1 million mainly as a result of the substantial increase in aluminum foil inventories and to a lesser extent, due to the offering of customer inventory programs to help mitigate the unprecedented supply chain challenges. Trade and other receivables expanded by $26.2 million following the growth in revenue in the ﬁ nal quarter of the year relative to the fourth quarter of 2021. Largely due to higher inventory balances, trade payables and other liabilities advanced by $10.6 million. Income tax payments were $26.8 million, $7.7 million greater than the previous year as the higher taxable income raised the required income tax installments. Investing activities Investing activities in the current year totalled $49.5 million, of which property, plant and equipment additions represented $49.1 million. The major expenditures included the acquisition of land and building adjacent to the Winnipeg, Manitoba modiﬁ ed atmosphere packaging facility to accommodate future expansion endeavors and to reduce the reliance on outside warehousing. Furthermore, new conversion capacity was added to the modiﬁ ed atmosphere packaging plant and the next phase of the injection molded container initiative at the Sauk Village, Illinois rigid container site commenced. Over the long term, Winpak’s expenditures for maintaining the existing equipment’s capabilities have averaged approximately 2 percent of revenue. Financing activities Financing activities in 2022 included dividends to common shareholders of $6.0 million. A regular quarterly dividend of $0.03 Canadian was paid. The Company’s objectives in managing capital are to have sufﬁ cient liquidity to pursue organic growth along with strategic acquisitions so that an appropriate return on investment is provided to shareholders. Resources Investments to drive organic and acquisitive growth can be signiﬁ cant, requiring substantial ﬁ nancial resources. A range of funding alternatives is available including cash and cash equivalents, cash ﬂ ow provided by operations, additional debt facilities, issuance of equity or a combination thereof. An informal investment grade credit rating allows the Company access to relatively low interest rates on debt. The Company currently has unused operating lines of $38 million, which are believed adequate for liquidity purposes. Based on discussions with various ﬁ nancial institutions, Winpak believes that additional credit can be arranged from banks and other major lenders as required. The Company is conﬁ dent that all 2023 requirements for capital expenditures, payment of lease liabilities, working capital and dividend payments can be ﬁ nanced from cash resources, cash provided by operating activities and unused credit facilities. Risks and Financial Instruments The Company recognizes that net income is exposed to changes in market interest rates, foreign exchange rates, prices of raw materials and risks regarding the ﬁ nancial condition of customers and ﬁ nancial counterparties. These market conditions are regularly monitored and actions are taken, when appropriate, according to Winpak’s policies established for the purpose. Despite the methods employed to manage these risks, future ﬂ uctuations in interest rates, foreign exchange rates, raw material costs and counterparty ﬁ nancial condition can be expected to impact net income. 9 With respect to foreign exchange risk, Winpak employs hedging programs to minimize risks associated with changes in the value of the Canadian dollar relative to the US dollar. To the extent possible, the Company maximizes natural currency hedging by matching inﬂ ows from revenue in a currency with outﬂ ows of costs and expenses denominated in the same currency. For the remaining exposure, the Company’s foreign exchange policy requires that between 50 and 80 percent of the Company’s net requirement of Canadian dollars for the ensuing 9 to 15 months will be hedged at all times with forward or zero-cost option contracts. The Company may also enter into foreign currency forward contracts when equipment purchases will be settled in other foreign currencies. Purchases of foreign exchange products for the purpose of speculation are not permitted. Transactions are only conducted with certain approved Schedule 1 Canadian ﬁ nancial institutions. Signiﬁ cant ﬂ uctuations in foreign exchange rates represent a material exposure for the Company’s ﬁ nancial results. Hedging programs employed may mitigate a portion of exposures to short-term ﬂ uctuations in foreign currency exchange rates. However, the Company’s ﬁ nancial results over the long term will inevitably be affected by sizeable changes in the value of the Canadian dollar relative to the US dollar. Winpak estimates that each time the exchange rate strengthens or weakens by one Canadian cent against the US dollar, net income with respect to transaction differences will decrease or increase by approximately 0.8 of a US cent per share, respectively. During 2022, certain foreign currency forward contracts matured and the Company realized pre-tax foreign exchange losses of $1.1 million. As at December 25, 2022, the Company had US to CDN dollar foreign currency forward contracts outstanding with notional amounts of $45.0 million. The pre- tax unrealized foreign exchange loss on these contracts of $1.3 million was recorded in other comprehensive income. Winpak has not participated in any derivatives market for raw materials. Winpak is not aware of any instrument that fully mitigates ﬂ uctuations in raw material costs over the long term. To manage this risk, Winpak has entered into formal selling price-indexing agreements with certain customers whereby changes in raw material prices are reﬂ ected in selling price adjustments, albeit with a one to six-month time lag. For 2022, 74 percent of Winpak’s revenue was governed by selling price-indexing agreements. For all other customers, the Company responds to changes in raw material costs by adjusting selling prices on a customer-by-customer basis. However, market conditions can have an impact on these price adjustments such that the combined impact of selling price adjustments and changes in raw material costs can be signiﬁ cant to Winpak’s net income. Credit risk arises from cash and cash equivalents held with banks, derivative ﬁ nancial instruments (foreign currency forward and option contracts), as well as credit exposure to customers, including outstanding accounts receivable. The Company assesses the credit quality of counterparties, taking into account their ﬁ nancial position, past experience and other factors. Management regularly monitors customer credit limits, performs credit reviews and, in certain cases, insures accounts receivable balances against credit losses. The Company also sells certain extended term trade receivables without recourse to ﬁ nancial institutions in exchange for cash. The Company invests its excess cash on a short-term basis, to a maximum of six months, with ﬁ nancial institutions and/or governmental bodies that must be rated ‘AA’ or higher for CDN ﬁ nancial institutions and ‘A-1’ or higher for US ﬁ nancial institutions by recognized international credit rating agencies or insured 100 percent by the US government or a ‘AAA’ rated Canadian federal or provincial government. Nonetheless, unexpected deterioration in the ﬁ nancial condition of a counterparty can have a negative impact on the Company’s net income in the case of default. The Company enters into contractual obligations in the normal course of business operations. These obligations, as at December 25, 2022, are summarized below. Contractual Obligations Leases* Purchase obligations Total contractual obligations Payment due, by period (thousands of US dollars) Total 1 year 2 - 3 years 4 - 5 Years After 5 years 7,061 31,061 38,122 1,354 31,061 32,415 2,401 - 2,401 1,265 - 1,265 2,041 - 2,041 *leases reﬂ ect non-cancellable contract periods and do not include amounts relating to extension options that are exercisable by the Company Accounting Policy Changes The following accounting amendments came into effect commencing in the Company’s 2022 ﬁ scal year: In May 2020, the IASB issued “Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16)”, which prohibits deducting amounts received from selling items produced while preparing the asset for its intended use from the cost of property, plant and equipment. Instead, such sales proceeds and related costs will be recognized within the statement of income. The amendments were implemented with retrospective application, effective December 27, 2021. The amendments had no impact on the Company’s consolidated ﬁ nancial statements. In May 2020, the IASB issued “Onerous Contracts - Cost of Fulﬁ lling a Contract (Amendments to IAS 37)”, which speciﬁ es which costs a company includes when assessing whether a contract will be loss-making. The amendments were implemented, effective December 27, 2021. The amendments had no impact on the Company’s consolidated ﬁ nancial statements. 10 MANAGEMENT’S DISCUSSION AND ANALYSIS Future Accounting Changes The IASB issued the following amended standards that have not been applied in preparing the consolidated ﬁ nancial statements and notes thereto, for the year ended December 25, 2022 as their effective dates fall within annual periods beginning subsequent to the current reporting period: “Deferred Taxes Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)” and “Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)”. In May 2021, the IASB issued “Deferred Taxes Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)”, which introduces an exception to the initial recognition exemption for deferred tax on transactions such as leases and decommissioning obligations. Applying this exception, a company does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company does not expect the amendments to have a signiﬁ cant impact on the consolidated ﬁ nancial statements when they are adopted in 2023. In September 2022, the IASB issued “Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)”, that requires a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and are to be applied retrospectively. The Company does not expect the amendments to have a signiﬁ cant impact on the consolidated ﬁ nancial statements when they are adopted in 2024. Looking Forward Winpak is currently well positioned to build upon the record-setting revenue and proﬁ tability levels achieved in 2022 in both the upcoming year and over the long-term. Central banks raised interest rates aggressively during 2022 and by the fourth quarter, the rate of inﬂ ation declined from the peak experienced earlier in the year. Throughout 2023, it is forecast that the rate of inﬂ ation will decline considerably. This expectation, in addition to the continued easing of global supply chain disruptions, the resilience of consumer consumption in the United States and the favorable shift in COVID-19 policies in China, has improved the economic outlook for the upcoming year in relation to projections made in the ﬁ nal two quarters of 2022. As new production capacity becomes available in 2023, business gains will be sought by the modiﬁ ed atmosphere packaging, biaxially oriented nylon and rigid container product groups. Additionally, both the rigid container and ﬂ exible lidding product groups will beneﬁ t from gains in retort pet food and snack food activity. New nutraceutical and pharmaceutical business has been awarded to the specialized printed packaging product group. Overall, the challenges faced in 2022 regarding supply chain and availability of labor will persist again in 2023 but are expected to moderate. On the other hand, indications are that customers will continue to signiﬁ cantly reduce the abnormally high level of inventories that was built up in the preceding year, reducing demand for the Company’s products. This headwind is projected to have a more profound inﬂ uence on the ﬁ rst half of 2023. Taking the above factors into account, Winpak expects sales volume growth in 2023 to moderately outpace the 0.6 percent increase achieved in 2022. After experiencing tremendous volatility in 2021, and to a lesser extent in 2022, current market views are for raw material costs to be relatively stable throughout the upcoming year in relation to the prices in effect at the start of 2023. Falling energy prices and weaker economic conditions are putting downward pressure on raw material costs. In response, suppliers have curtailed supply in order to maintain the current pricing levels to the extent possible. During the ﬁ rst half of 2023, Winpak should beneﬁ t from the notable drop in raw material costs that took place in the fourth quarter of 2022 as the pass-through of these declines to customers with selling price indexing agreements are estimated to be delayed by an average of four months. Although inﬂ ationary forces have begun to abate, the rate of inﬂ ation is still well above historical norms. In addition, the limited availability of labor resources will put further pressure on the Company’s cost structure. Rising costs will likely dampen proﬁ tability as the ability to implement additional selling price increases will be limited given the large cumulative adjustments already put into effect over the past two years. Capital spending for the upcoming year is anticipated to be signiﬁ cantly higher than the 2022 level and is forecast to be in the range of $80 to $90 million. Extensive pre-production activities relating to the installation of the new BOPA line in Winnipeg, Manitoba were undertaken during 2022 and it is currently projected that the line will be fully operational by the fourth quarter of 2023. In the second half of 2023, new co-extrusion modiﬁ ed atmosphere packaging and injection molded rigid container capacity will become available and contribute favorably to the Company’s growth aspirations, including the strategy to enter adjacent product markets. At two of its main production facilities, Winpak is also poised to undertake sizeable building expansions and acquire additional extrusion capacity. As a complement to this robust, internal capital spending plan, acquisition candidates will be considered and evaluated when they align strategically with the Company’s strengths in sophisticated packaging for food, beverage and healthcare applications and provide a satisfactory economic return for shareholders. Critical Accounting Estimates and Judgments The Company believes the following accounting estimates and judgments are critical to determining and understanding the operating results and the ﬁ nancial position of the Company. Aggregation of operating segments – Judgment is applied in aggregating operating segments into a reportable segment. Aggregation occurs when the operating segments have similar economic characteristics and have similar products, production processes, types of customers and distribution methods. 11 Business combinations – The determination of fair value associated with identiﬁ able property, plant and equipment and intangible assets following a business combination requires management to make assumptions. More speciﬁ cally, this is the case when the Company calculates fair values using appropriate valuation techniques, which are generally based on a forecast of expected future cash ﬂ ows 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. Signiﬁ cant changes to these assumptions could signiﬁ cantly change the fair values associated with intangible assets following a business combination, which would impact the amortization expense. Employee beneﬁ t plans – Accounting for employee beneﬁ t plans requires the use of actuarial assumptions. The assumptions include the discount rate, rate of compensation increase, mortality rate and healthcare costs. These assumptions depend on underlying factors such as economic conditions, government regulations and employee demographics. These assumptions could change in the future and may result in material adjustments to employee beneﬁ t plan assets or liabilities. Impairment of property, plant and equipment, intangible assets and goodwill – An integral component of impairment testing is determining the asset’s recoverable amount. The determination of the recoverable amount involves signiﬁ cant management judgment, including projections of future cash ﬂ ows and the appropriate discount rate. The cash ﬂ ows are derived from the ﬁ nancial forecast for the next ﬁ ve years and do not include restructuring activities that the Company is not yet committed to or signiﬁ cant future investments that will enhance the asset’s performance of the cash-generating unit (CGU) being tested. Qualitative factors, including market presence and trends, strength of customer relationships, strength of local management, strength of debt and capital markets, and degree of variability in cash ﬂ ows, as well as other factors, are considered when making assumptions with regard to future cash ﬂ ows and the appropriate discount rate. The recoverable amount is most sensitive to the discount rate used for the discounted cash ﬂ ow model as well as the average projected sales volume growth, the average projected gross proﬁ t percentage and the terminal growth rate used for extrapolation purposes. A change in any of the signiﬁ cant assumptions or estimates could result in a material change in the recoverable amount. The company has nine CGUs, of which the carrying values for three include goodwill and must be tested for impairment annually. Timing of revenue recognition – Signiﬁ cant judgment is required to determine whether revenue should be recognized over time or at a point in time. To assess whether any revenue should be recognized over time, the Company analyzes customer-speciﬁ c products without alternative use to determine whether a legally enforceable right to payment exists as performance is completed, including a reasonable return. Leases – Management assesses at lease commencement date whether it is reasonably certain to exercise lease extension options. In addition, assumptions are made as to the discount rate applied to the lease liability. If there is a signiﬁ cant event or signiﬁ cant change in circumstances within the Company’s control, these judgments and assumptions could change and may result in material adjustments to right-of-use assets and lease liabilities. Disclosure Controls and Internal Controls Disclosure controls Management is responsible for establishing and maintaining disclosure controls and procedures in order to provide reasonable assurance that material information relating to the Company is made known to them in a timely manner and that information required to be disclosed is reported within time periods prescribed by applicable securities legislation. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on management’s evaluation of the design and effectiveness of the Company’s disclosure controls and procedures, the Company’s Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer have concluded that these controls and procedures are designed and operating effectively as of December 25, 2022 to provide reasonable assurance that the information being disclosed is recorded, summarized and reported as required. Internal controls over ﬁ nancial reporting Management is responsible for establishing and maintaining adequate internal controls over ﬁ nancial reporting to provide reasonable assurance regarding the reliability of ﬁ nancial reporting and the preparation of ﬁ nancial statements for external purposes in accordance with IFRS. Internal control systems, no matter how well designed, have inherent limitations and therefore can only provide reasonable assurance as to the effectiveness of internal controls over ﬁ nancial reporting, including the possibility of human error and the circumvention or overriding of the controls and procedures. 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 ﬁ nancial reporting. Based on management’s design and testing of the effectiveness of the Company’s internal controls over ﬁ nancial reporting, the Company’s Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer have concluded that these controls and procedures are designed and operating effectively as of December 25, 2022 to provide reasonable assurance that the ﬁ nancial information being reported is materially accurate. During the year ended December 25, 2022, there have been no changes in the design of the Company’s internal controls over ﬁ nancial reporting that have materially affected, or are reasonably likely to materially affect, its internal controls over ﬁ nancial reporting. Other Additional information relating to the Company is available on the Company’s website at www.winpak.com or SEDAR at www.sedar.com, including the Annual Information Form dated February 28, 2023. 12 REPORTING Management’s Report to the Shareholders The accompanying consolidated ﬁ nancial statements, Management’s Discussion and Analysis (MD&A) and other information in the Annual Report are the responsibility of management. The consolidated ﬁ nancial statements have been prepared by management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these statements in accordance with International Financial Reporting Standards. The MD&A and ﬁ nancial information contained in this Annual Report are consistent with the consolidated ﬁ nancial statements. To provide reasonable assurance that assets are safeguarded and that relevant and reliable ﬁ nancial information is being reported, management has developed and maintains a system of internal controls. An integral part of the system is the requirement that employees maintain the highest standard of ethics in their activities. Business reviews and internal audits are performed by corporate management and an internal audit team to evaluate internal controls, systems and procedures. The Board of Directors, acting through the Audit Committee, is responsible for determining that management fulﬁ lls its responsibilities in the preparation of the consolidated ﬁ nancial statements and MD&A, and in the ﬁ nancial control of operations. The Board of Directors recommends the appointment of the independent auditor to the shareholders. The Audit Committee meets regularly with ﬁ nancial management and the independent auditor to discuss internal controls, auditing matters and ﬁ nancial reporting issues and presents its ﬁ ndings to the Board of Directors. The Audit Committee reviews the consolidated ﬁ nancial statements, MD&A and material ﬁ nancial announcements with management and the external auditor prior to submission to the Board of Directors for approval. The consolidated ﬁ nancial statements have been audited on behalf of the shareholders by the independent external auditor, KPMG LLP, whose report follows. O.Y. Muggli President and Chief Executive Ofﬁ cer February 28, 2023 S.M. Taylor Vice President and Chief Financial Ofﬁ cer February 28, 2023 13 REPORTING Auditor’s Report to the Shareholders Independent Auditor’s Report To the Shareholders of Winpak Ltd. Opinion We have audited the consolidated ﬁ nancial statements of Winpak Ltd. (the Entity), which comprise the consolidated balance sheets as at December 25, 2022 and December 26, 2021, the consolidated statements of income, comprehensive income, changes in equity and cash ﬂ ows for the years then ended, and notes to the ﬁ nancial statements, including a summary of signiﬁ cant accounting policies (hereinafter referred to as the “ﬁ nancial statements”). In our opinion, the accompanying ﬁ nancial statements present fairly, in all material respects, the consolidated ﬁ nancial position of the Entity as at December 25, 2022 and December 26, 2021, and its consolidated ﬁ nancial performance and its consolidated cash ﬂ ows for the years then ended in accordance with International Financial Reporting Standards (IFRS). Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the 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 ﬁ nancial statements in Canada and we have fulﬁ lled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most signiﬁ cance in our audit of the ﬁ nancial statements for the year ended December 25, 2022. These matters were addressed in the context of our audit of the ﬁ nancial 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 matter described below to be the key audit matter to be communicated in our auditor’s report. Evaluation of the intangible assets and goodwill impairment analysis for the specialized printed packaging cash generating unit Description of the matter We draw attention to Notes 3(p), 4(d) and 18 to the ﬁ nancial statements. The intangible assets and goodwill balance is $33,110,000, of which $19,494,000 relates to the specialized printed packaging cash generating unit (CGU). The Entity reviews the carrying amount of intangible assets at each reporting date to determine whether there is any indication of impairment. The Entity performs goodwill impairment testing annually or at any time if an indicator of impairment exists. In determining the recoverable amount of its CGUs, the Entity uses the value in use, which is determined using a discounted cash ﬂ ow model, or the fair value less costs to sell, if greater. The determination of each of these amounts is subject to estimation uncertainty. The Entity’s signiﬁ cant assumptions include projected sales volume and gross proﬁ t, terminal growth rate, and discount rate. Why the matter is a key audit matter We identiﬁ ed the evaluation of the intangible assets and goodwill impairment analysis for the specialized printed packaging cash generating unit as a key audit matter. This matter represented an area of signiﬁ cant risk of material misstatement given the magnitude of intangible assets and goodwill and the high degree of estimation uncertainty in assessing the Entity’s signiﬁ cant assumptions. Signiﬁ cant auditor judgment and the involvement of professionals with specialized skill and knowledge was required to evaluate the evidence supporting the Entity’s signiﬁ cant assumptions due to the sensitivity of the recoverable amounts to minor changes in signiﬁ cant assumptions. How the matter was addressed in the audit The primary procedures we performed to address this key audit matter included the following: We took into account changes, conditions and events affecting the Entity and assessed the adjustments or lack of adjustments made by the Entity at arriving at the projected sales volume and gross proﬁ t. We compared the Entity’s historical sales volume forecasts to actual results to assess the Entity’s ability to accurately project future sales volume. We evaluated the terminal growth rate by comparing to overall market and industry conditions and overall macro-economic conditions. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate assumption used in the estimated recoverable amount. The valuation professionals compared the discount rate against a range that was independently developed using publicly available external data for comparable entities. 14 REPORTING Other Information Management is responsible for the other information. Other information comprises: • • the information included in Management’s Discussion and Analysis ﬁ led with the relevant Canadian Securities Commissions. the information, other than the ﬁ nancial statements and the auditor’s report thereon, included in the Annual Report. Our opinion on the ﬁ nancial 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 ﬁ nancial statements, our responsibility is to read the other information identiﬁ ed above and, in doing so, consider whether the other information is materially inconsistent with the ﬁ nancial 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 ﬁ led with the relevant Canadian Securities Commissions, and information, other than the ﬁ nancial statements and the auditor’s report thereon, included in the Annual Report 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. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the ﬁ nancial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of ﬁ nancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁ nancial 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 ﬁ nancial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the ﬁ nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂ uence the economic decisions of users taken on the basis of the ﬁ nancial 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 ﬁ nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufﬁ cient 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 signiﬁ cant 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 ﬁ nancial 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. 15 REPORTING • • • • • Evaluate the overall presentation, structure and content of the ﬁ nancial statements, including the disclosures, and whether the ﬁ nancial 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 signiﬁ cant audit ﬁ ndings, including any signiﬁ cant deﬁ ciencies 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 sufﬁ cient appropriate audit evidence regarding the ﬁ nancial information of the entities or business activities within the group Entity to express an opinion on the ﬁ nancial 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 signiﬁ cance in the audit of the ﬁ nancial 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 beneﬁ ts of such communication. Chartered Professional Accountants The engagement partner on the audit resulting in this auditor’s report is Scott Sissons. Winnipeg, Canada February 28, 2023 16 CONSOLIDATED STATEMENTS OF INCOME Years ended December 25, 2022 and December 26, 2021 (thousands of US dollars, except per share amounts) Revenue Cost of sales Gross proﬁ t Sales, marketing and distribution expenses General and administrative expenses Research and technical expenses Pre-production expenses Other (expenses) income Income from operations Finance income Finance expense Income before income taxes Income tax expense Net income for the year Attributable to: Equity holders of the Company Non-controlling interests Basic and diluted earnings per share - cents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended December 25, 2022 and December 26, 2021 (thousands of US dollars) Net income for the year Items that will not be reclassiﬁ ed to the statements of income: Cash ﬂ ow hedge losses recognized Employee beneﬁ t plan remeasurements Income tax effect Items that are or may be reclassiﬁ ed subsequently to the statements of income: Cash ﬂ ow hedge losses recognized Cash ﬂ ow hedge losses (gains) transferred to the statements of income Income tax effect Other comprehensive income for the year - net of income tax Comprehensive income for the year Attributable to: Equity holders of the Company Non-controlling interests See accompanying notes to consolidated ﬁ nancial statements. 17 Note 8 11 12 12 13 26 19 13 11 13 2022 1,181,133 (849,369) 331,764 (95,378) (38,783) (18,249) (3,401) (3,669) 172,284 6,414 (4,612) 174,086 (45,861) 128,225 128,343 (118) 128,225 197 2022 128,225 - 1,578 (372) 1,206 (1,703) 1,090 165 (448) 758 2021 1,001,994 (727,546) 274,448 (83,848) (31,556) (17,831) (43) 1,268 142,438 913 (1,738) 141,613 (35,265) 106,348 103,808 2,540 106,348 160 2021 106,348 (867) 12,727 (3,419) 8,441 (102) (1,751) 495 (1,358) 7,083 128,983 113,431 129,101 (118) 128,983 110,891 2,540 113,431 CONSOLIDATED BALANCE SHEETS (thousands of US dollars) Assets Current assets: Cash and cash equivalents Trade and other receivables Income taxes receivable Inventories Prepaid expenses Non-current assets: Property, plant and equipment Intangible assets and goodwill Employee beneﬁ t plan assets Total assets Equity and Liabilities Current liabilities: Trade payables and other liabilities Contract liabilities Income taxes payable Derivative ﬁ nancial instruments Non-current liabilities: Employee beneﬁ t plan liabilities Deferred income Provisions and other long-term liabilities Deferred tax liabilities Total liabilities Equity: Share capital Reserves Retained earnings Total equity attributable to equity holders of the Company Non-controlling interests Total equity Total equity and liabilities See accompanying notes to consolidated ﬁ nancial statements. On behalf of the Board of Directors: December 25 December 26 Note 2022 2021 14 15 16 17 18 19 21 8 19 22 20 25 25 398,673 204,040 3,573 288,118 5,602 900,006 518,590 33,110 10,783 562,483 1,462,489 102,382 2,621 18,393 1,328 124,724 8,334 17,946 12,062 60,648 98,990 223,714 29,195 (972) 1,174,551 1,202,774 36,001 1,238,775 1,462,489 377,461 177,382 9,825 187,058 6,702 758,428 515,247 34,472 13,547 563,266 1,321,694 91,717 3,503 1,102 715 97,037 9,837 17,685 13,029 68,367 108,918 205,955 29,195 (524) 1,050,949 1,079,620 36,119 1,115,739 1,321,694 Director Director 18 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (thousands of US dollars) Note Capital Reserves Earnings Total Interests Attributable to Equity Holders of the Company Share Retained Non- Controlling Total Equity Balance at December 28, 2020 29,195 834 1,103,435 1,133,464 33,579 1,167,043 Comprehensive (loss) income for the year Cash ﬂ ow hedge losses, net of tax Cash ﬂ ow hedge gains transferred to the statements of income, net of tax Employee beneﬁ t plan remeasurements, net of tax Other comprehensive (loss) income Net income for the year Comprehensive (loss) income for the year Dividends 25 - - - - - - - (75) (867) (942) (1,283) - - (1,358) 9,308 8,441 (1,283) 9,308 7,083 - - - - (942) (1,283) 9,308 7,083 - 103,808 103,808 (1,358) 112,249 110,891 2,540 2,540 106,348 113,431 - (164,735) (164,735) - (164,735) Balance at December 26, 2021 29,195 (524) 1,050,949 1,079,620 36,119 1,115,739 Balance at December 27, 2021 29,195 (524) 1,050,949 1,079,620 36,119 1,115,739 Comprehensive (loss) income for the year Cash ﬂ ow hedge losses, net of tax Cash ﬂ ow hedge losses transferred to the statements of income, net of tax Employee beneﬁ t plan remeasurements, net of tax Other comprehensive (loss) income Net income (loss) for the year Comprehensive (loss) income for the year Dividends 25 - - - - - - - (1,247) 799 - (448) - - - 1,206 1,206 (1,247) 799 1,206 758 128,343 128,343 (448) 129,549 129,101 - - - - (1,247) 799 1,206 758 (118) (118) 128,225 128,983 - (5,947) (5,947) - (5,947) Balance at December 25, 2022 29,195 (972) 1,174,551 1,202,774 36,001 1,238,775 See accompanying notes to consolidated ﬁ nancial statements. 19 CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 25, 2022 and December 26, 2021 (thousands of US dollars) Cash provided by (used in): Operating activities: Net income for the year Items not involving cash: Depreciation Amortization - deferred income Amortization - intangible assets Employee deﬁ ned beneﬁ t plan expenses Net ﬁ nance (income) expense Income tax expense Other Cash ﬂ ow from operating activities before the following Change in working capital: Trade and other receivables Inventories Prepaid expenses Trade payables and other liabilities Contract liabilities Employee deﬁ ned beneﬁ t plan contributions Income tax paid Interest received Interest paid Net cash from operating activities Investing activities: Acquisition of property, plant and equipment - net Acquisition of intangible assets Financing activities: Payment of lease liabilities Dividends paid Change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year See accompanying notes to consolidated ﬁ nancial statements. 20 Note 2022 2021 128,225 106,348 17 18 19 12 13 8 19 18 25 14 47,688 (1,687) 1,698 4,233 (1,802) 45,861 (3,046) 221,170 (26,180) (101,060) 1,100 10,589 (882) (1,912) (26,794) 5,848 (4,310) 77,569 (49,125) (336) (49,461) (862) (6,034) (6,896) 21,212 377,461 398,673 45,604 (1,881) 1,660 4,533 825 35,265 (6,352) 186,002 (41,976) (51,429) (3,574) 27,056 1,728 (1,074) (19,069) 791 (1,400) 97,055 (48,291) (245) (48,536) (807) (165,597) (166,404) (117,885) 495,346 377,461 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (thousands of US dollars, unless otherwise indicated) 1. General Winpak Ltd. (the “Company” or “Winpak”) is incorporated under the Canada Business Corporations Act. The Company manufactures and distributes high-quality packaging materials and related packaging machines. The Company’s products are used primarily for the packaging of perishable foods, beverages and in healthcare applications. The address of the Company’s registered ofﬁ ce is 100 Saulteaux Crescent, Winnipeg, Manitoba, Canada R3J 3T3. The ultimate controlling party of Winpak Ltd. is Wihuri International Oy of Helsinki, Finland, a privately held company. 2. Basis of presentation Statement of compliance The Company prepares its consolidated ﬁ nancial statements in accordance with International Financial Reporting Standards (IFRS). The ﬁ scal year of the Company ends on the last Sunday of the calendar year. As a result, the Company’s ﬁ scal year is usually 52 weeks in duration, but includes a 53rd week every ﬁ ve to six years. The 2022 and 2021 ﬁ scal years are both comprised of 52 weeks. The Company’s functional and reporting currency is the US dollar. The US dollar is the reporting currency as more than 85 percent of the Company’s business is conducted in US dollars and therefore management believes this increases transparency by signiﬁ cantly reducing volatility of reported results due to ﬂ uctuations in the rate of exchange between the Canadian and US currencies. The consolidated ﬁ nancial statements have been prepared under the historical-cost convention, except that certain ﬁ nancial instruments, employee beneﬁ t plans and share-based payments are stated at their fair value. The consolidated ﬁ nancial statements were approved by the Board of Directors on February 28, 2023. 3. Signiﬁ cant accounting policies (a) Principles of consolidation The consolidated ﬁ nancial statements include the accounts of the Company, its wholly-owned subsidiaries: Winpak Portion Packaging Ltd.; Winpak Heat Seal Packaging Inc.; Winpak Holdings Ltd.; Winpak Inc.; Winpak Films Inc.; Winpak Portion Packaging, Inc.; Winpak Lane, Inc.; Winpak Heat Seal Corporation; Winpak Control Group Inc.; Grupo Winpak de Mexico, S.A. de C.V.; Embalajes Winpak de Mexico, S.A. de C.V.; and Administracion Winpak de Mexico, S.A. de C.V.; and its majority-owned subsidiary American Biaxis Inc. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is obtained until the date that control ceases. The ﬁ nancial statements of all subsidiaries are prepared as of the same reporting date using consistent accounting policies. All inter-company balances and transactions, including any unrealized income arising from inter-company transactions have been eliminated. (b) Business combinations Business combinations are accounted for using the acquisition method of accounting. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities assumed from the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition costs incurred are expensed and included in general and administrative expenses. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with IFRS 9 “Financial Instruments” in the statement of income. Identiﬁ able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Goodwill is initially measured as the excess of the aggregate of the consideration transferred over the net identiﬁ able assets acquired and liabilities assumed. If this consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of income. (c) Non-controlling interests Winpak Ltd. owns 51 percent of the equity interest in American Biaxis Inc., a subsidiary located in Winnipeg, Manitoba, Canada. Non-controlling interests represent the remaining 49 percent equity interest owned by third parties. The share of net assets attributable to non-controlling interests is presented as a component of equity. Their share of net income and other comprehensive income is recognized directly in equity. (d) Foreign currency translation The ﬁ nancial statements for the Company and its subsidiaries are prepared using their functional currency, that being the US dollar. The functional currency is the currency of the primary economic environment in which the Company and its subsidiaries operate. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. Foreign currency differences arising on translation are recognized directly to the statement of income. Non-monetary assets and liabilities arising from transactions in foreign currencies are translated to the functional currency at the exchange rate prevailing at the date of the transaction. 21 (e) Revenue The Company determines revenue recognition through the following steps: a) identiﬁ cation of the contract with a customer, b) identiﬁ cation 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 the Company satisﬁ es a performance obligation. Revenue is recognized when control of a product is transferred to a customer. Revenue is measured based on the consideration speciﬁ ed in the contract with a customer, net of variable consideration, including rebates, returns and discounts. Rebates are accrued using sales data and rebate percentages speciﬁ c to each customer contract. Accruals for sales returns are calculated based on the best estimate of the amount of product that will ultimately be returned by customers, reﬂ ecting historical experience and the magnitude of non-conforming inventory claims made by customers that have either been approved or are pending review. For customer contracts where the Company expects to be paid within one year, the consideration is not adjusted for the effects of a ﬁ nancing component. Packaging machinery contract liabilities are recorded when cash payments are received or due in advance of the Company’s performance. (f) Research and technical expenses Research and technical expenses are expensed in the period in which the costs are incurred. (g) Government grants/tax credits Grants/tax credits from government are recognized at their fair value when there is a reasonable assurance that the grant/tax credit will be received and/ or earned and any speciﬁ ed conditions will be met. Grants/tax credits received in relation to the purchase and construction of plant and equipment are included in non-current liabilities as deferred income and are credited to the statement of income on a straight-line basis over the estimated useful life of the related asset. Grants/tax credits received in relation to research and development activities and labor subsidy programs are recorded to reduce these costs when it is determined there is reasonable assurance the grants/tax credits will be realized. (h) Leases At inception of a contract, the Company 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 identiﬁ ed asset for a period of time in exchange for consideration. The Company 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 initial 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 plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. 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, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise the following: a) ﬁ xed payments, including in-substance ﬁ xed payments, b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date, c) amounts expected to be payable under a residual value guarantee and d) the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. 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, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in the statement of income if the carrying amount of the right-of-use asset has been reduced to zero. Rental income received from packaging machine operating leases is recognized on a straight-line basis over the term of the corresponding lease. Inventories (i) Inventories are stated at the lower of cost and net realizable value. The cost of inventories is based on the ﬁ rst-in ﬁ rst-out principle and includes expenditures incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories, cost includes an appropriate share of variable and ﬁ xed overheads based on normal operating capacity. Any excess, unallocated, ﬁ xed overhead costs are expensed as incurred. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. (j) Cash and cash equivalents Cash and cash equivalents include cash on hand, cash invested in interest-bearing money market accounts and short-term deposits with maturities of less than three months. Cash equivalents are all highly liquid investments. Bank overdrafts are shown within current liabilities. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash ﬂ ows. 22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (k) Trade and other receivables The Company applies the simpliﬁ ed approach to providing for expected credit losses, which requires the use of the lifetime expected credit loss provision for all trade and other receivables. Expected credit losses are measured as the difference in the present value of the contractual cash ﬂ ows that are due under the contract and the cash ﬂ ows that the Company expects to receive. The expected cash ﬂ ows reﬂ ect all available information, including the Company’s historical experience, the past due status, the existence of third-party insurance and forward-looking macroeconomic factors. The Company has ongoing agreements in place with ﬁ nancial institutions whereby certain extended term trade receivables are sold without recourse in exchange for cash. When the trade receivable is sold, the Company removes them from the balance sheet, recognizes the amount received as the consideration for the transfer and records the corresponding costs within ﬁ nance expense and general and administrative expenses. The Company assumes the risk on trade receivables not sold, and accordingly, the amounts are included within trade and other receivables. (l) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. All costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are included in the carrying value of the asset. When the Company has a legal or constructive obligation to restore a site on which an asset is located either through make- good provisions in lease agreements or decommissioning of environmental risks, the present value of the estimated costs of dismantling and removing the asset and restoring the site are included in the carrying value of the asset with a corresponding increase to provisions. Borrowing costs directly attributable to the acquisition, construction or production of qualifying property, plant and equipment that takes an extended period of time to be placed into service are added to the cost of the assets, until such time as the assets are substantially ready for their intended use. See note 3(p) on impairment. When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components). The cost of replacing a component of an item of plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic beneﬁ ts of the item will occur and its cost can be measured reliably. The costs of day-to-day maintenance of plant and equipment are recognized directly in the statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, commencing the date the assets are ready for use as follows: Buildings 20 - 40 years Equipment 4 - 20 years Packaging machines 3 - 7 years Depreciation methods, useful lives and residual values are reassessed annually or more frequently when there is an indication that they have changed. The gain or loss on the retirement of an item of property, plant and equipment is the difference between the net sale proceeds and the carrying amount of the asset and is recognized in the statement of income. (m) Pre-production expenses Pre-production costs relating to installations of major new production equipment are expensed in the period in which incurred. Intangible assets (n) Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. See note 3(p) on impairment. Computer software that is integral to a related item of hardware is included with plant and equipment. All other computer software is treated as an intangible asset. The cost of intangible assets acquired in an acquisition is the fair value at the acquisition date. The cost of separately acquired intangible assets, including computer software, comprises the purchase price and any directly attributable costs of preparing the asset for use. Amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Computer software 3 - 12 years Patents 8 - 17 years Customer-related 5 - 15 years (o) Goodwill Goodwill represents the excess of the consideration transferred over the Company’s interest in the fair value of the net identiﬁ able assets, including intangible assets, and liabilities of the acquiree at the date of acquisition. At the date of acquisition, goodwill is allocated to cash-generating units (CGUs) for the purpose of impairment testing. A CGU is the smallest group of assets that generates cash inﬂ ows that are largely independent of the cash inﬂ ows from other assets or groups of assets. Goodwill is tested at least annually for impairment at the CGU level and is carried at cost less accumulated impairment losses (see note 3(p)). Impairment (p) The carrying amount of the Company’s property, plant and equipment and intangible assets (other than goodwill) are reviewed at each reporting date to determine whether there is any indication of impairment. Goodwill is tested for impairment annually or at any time if an indicator of impairment exists. If any such indication exists, the applicable asset’s recoverable amount is estimated. 23 The recoverable amount of the Company’s assets are calculated as the value-in-use, being the present value of future cash ﬂ ows, using a pre-tax discount rate that reﬂ ects the current assessment of the time value of money, or the fair value less costs to sell, if greater. For an asset that does not generate largely independent cash ﬂ ows, the recoverable amount is determined for the CGU to which it belongs. The Company bases its impairment calculation on detailed ﬁ nancial forecasts, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated. These ﬁ nancial forecasts are generally covering a period of ﬁ ve years. For longer periods, a long-term growth rate is calculated and applied to project future cash ﬂ ows after the ﬁ fth year. An impairment loss is recognized whenever the carrying amount of an asset or its respective CGU exceeds its recoverable amount. Impairment losses are recognized in the statement of income. Impairment losses recognized in respect of CGUs are allocated ﬁ rst to reduce the carrying amount of any goodwill allocated to the CGU and then, to reduce the carrying amount of other assets in the CGU on a pro rata basis. Impairment losses in respect of goodwill are not reversed. In respect of property, plant and equipment and intangible assets, an impairment loss is reversed if there has been an indication that an impairment loss recognized in prior periods may no longer exist or may have decreased. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been previously recognized. Income taxes (q) Income tax expense comprises current and deferred tax. Income tax expense is recognized in the statement of income except to the extent that it relates to items recorded directly to other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity, respectively. Current income tax comprises the expected income tax payable or receivable on the taxable income or loss for the period, using income tax rates enacted or substantively enacted in the jurisdictions the Company is required to pay income tax at the reporting date, and any adjustments to income taxes payable or receivable in respect of previous periods. Current income tax is adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the ﬁ nancial statements, and by the availability of unused income tax losses. Deferred tax is recognized using the balance sheet method in which temporary differences are calculated based on the carrying amounts of assets and liabilities for ﬁ nancial reporting purposes and the tax bases of assets and liabilities for income taxation purposes. Deferred tax is not recognized for the following temporary timing differences: the initial recognition for both goodwill and assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income; and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the income tax rates that are expected to be applied when the temporary difference reverses, that is, when the asset is realized or the liability is settled, based on the income tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the assets can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax beneﬁ t will be realized. Current tax assets and liabilities are offset when the Company and its subsidiaries have a legally enforceable right to offset the amounts and intend to either settle on a net basis, or to realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis. The Company regularly evaluates positions taken in income tax returns with respect to situations in which applicable income tax regulation is subject to interpretation. Management establishes provisions where appropriate on the basis of amounts expected to be paid to income tax authorities, reﬂ ecting any uncertainty over tax treatments. 24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (r) Employee beneﬁ t plans The Company maintains four funded non-contributory deﬁ ned beneﬁ t pension plans in Canada and the US and one funded non-contributory supplementary income postretirement plan for certain CDN-based executives. A market discount rate is used to measure the beneﬁ t obligations based on the yield of high quality corporate bonds denominated in the same currency in which the beneﬁ ts are expected to be paid and with terms to maturity that, on average, match the terms of the beneﬁ t obligations. The cost of providing the beneﬁ ts is actuarially determined using the projected unit credit method. Actuarial valuations are conducted, at a minimum, on a triennial basis with interim valuations performed as deemed necessary. Consideration is given to any event that could impact the beneﬁ t plan assets or obligation up to the balance sheet date where interim valuations are performed. For ﬁ nancial reporting purposes, the Company measures the beneﬁ t obligations and fair value of assets for the deﬁ ned beneﬁ t plans as of the year-end date. The amount recognized in the balance sheet at each year-end reporting date represents the present value of the beneﬁ t obligation, reduced by the fair value of beneﬁ t plan assets. Any recognized asset or surplus is limited to the present value of economic beneﬁ ts available in the form of any future refunds from the plan or reductions in future contributions. To the extent that there is uncertainty regarding entitlement to the surplus, no asset is recorded. Current service costs are charged to the statement of income and included in the same line items as the related compensation cost. The net ﬁ nance cost is computed based on the application of the discount rate to the net deﬁ ned beneﬁ t pension plan asset or liability at the start of the annual period, taking into account any anticipated changes during the upcoming year as a result of contributions and beneﬁ t payments and also reﬂ ects the impact of any pension plan asset ceiling adjustments. The net ﬁ nance cost is shown within either ﬁ nance income or ﬁ nance expense within the statement of income depending on whether the deﬁ ned beneﬁ t pension plan was in an asset or liability position at the start of the year. Remeasurements, which comprise actuarial gains and losses, the return on beneﬁ t plan assets and the effect of the pension plan asset ceiling adjustment, are recognized directly in equity within other comprehensive income. When the beneﬁ ts of a plan are changed or when a plan is curtailed, the resulting change in beneﬁ t that relates to past service or the gain or loss on curtailment is recognized immediately in the statement of income. The Company recognizes gains and losses on the settlement of a deﬁ ned beneﬁ t plan when the settlement occurs in the statement of income. The Company’s funding policy is in compliance with statutory regulations and amounts funded are deductible for income tax purposes. One of the Company’s subsidiaries maintains one unfunded contributory deﬁ ned beneﬁ t postretirement plan for healthcare beneﬁ ts for a limited group of US individuals. A market discount rate is used to measure the beneﬁ t obligation based on the yield of high quality corporate bonds denominated in the same currency in which the beneﬁ ts are expected to be paid and with terms to maturity that, on average, match the terms of the beneﬁ t obligation. The cost of providing the beneﬁ ts is actuarially determined using the projected unit credit method. The amount recognized in the balance sheet at each year-end reporting date represents the present value of the beneﬁ t obligation. Current service costs are charged to the statement of income as they accrue and are included in general and administrative expenses. Interest costs on the beneﬁ t obligation are charged to the statement of income as ﬁ nance expense. Remeasurements are recognized directly in equity within other comprehensive income. When the beneﬁ ts of the plan are changed or when the plan is curtailed, the resulting change in beneﬁ t that relates to past service or the gain or loss on curtailment is recognized immediately in the statement of income. The Company maintains seven deﬁ ned contribution pension plans in Canada and the US. The pension expense charged to the statement of income for these plans is the annual funding contribution by the Company. Termination beneﬁ ts are recognized as an expense in the statement of income at the earlier of when the Company can no longer withdraw the offer of those beneﬁ ts and when the Company recognizes costs for a restructuring. Short-term beneﬁ t obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or proﬁ t-sharing plans if the Company has a legal or constructive obligation to pay this amount as a result of past service provided by the employee. (s) Provisions A provision is recognized when there is a legal or constructive obligation as a result of a past event and it is probable that a future outlay of cash will be required to settle the obligation and the amount can be reliably estimated. Provisions are determined by discounting the expected future cash ﬂ ows at a pre-income tax rate that reﬂ ects the current market assessments of the time value of money and the risks speciﬁ c to the obligation. When some or all of the monies required to settle a provision are expected to be recovered from a third party, the recovery is recognized as an asset when it is virtually certain that the recovery will be received. When the Company has a legal or constructive obligation to restore a site on which an asset is located either through make-good provisions in lease agreements or decommissioning of environmental risks, the present value of the estimated costs of dismantling and removing the asset and restoring the site is recognized as a provision with a corresponding increase to the related item of property, plant and equipment. At each reporting date, the obligation is remeasured in line with changes in discount rates, estimated cash ﬂ ows and the timing of those cash ﬂ ows. Any changes in the obligation are added or deducted from the related asset. The change in the present value of the obligation due to the passage of time is recognized as a ﬁ nance expense or ﬁ nance income in the statement of income. At each reporting date, other provisions are remeasured in line with changes in discount rates, estimated cash ﬂ ows and the timing of those cash ﬂ ows. Any changes in the provision are recognized in the statement of income. The change in the present value of the provision due to the passage of time is recognized as a ﬁ nance expense or ﬁ nance income in the statement of income. 25 (t) Financial assets and liabilities Financial assets are initially measured at fair value. On initial recognition, the Company classiﬁ es its ﬁ nancial assets at either amortized cost, fair value through other comprehensive income (FVOCI) or fair value through proﬁ t or loss (FVTPL), depending on its business model for managing the ﬁ nancial assets and the contractual cash ﬂ ow characteristics of the ﬁ nancial assets. Financial assets are not reclassiﬁ ed subsequent to their initial recognition, unless the Company changes its business model for managing ﬁ nancial assets. Financial liabilities are classiﬁ ed at amortized cost. A ﬁ nancial asset is classiﬁ ed 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 ﬂ ows and b) the contractual terms of the ﬁ nancial asset give rise on speciﬁ ed dates to cash ﬂ ows that are solely payments of principal and interest on the principal amount outstanding. A ﬁ nancial asset is classiﬁ ed 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 ﬂ ows and selling ﬁ nancial assets and b) its contractual terms give rise on speciﬁ ed dates to cash ﬂ ows that are solely payments of principal and interest on the principal amount outstanding. All ﬁ nancial instruments, including derivatives, are included in the consolidated balance sheet and are measured at fair value except cash and cash equivalents, trade and other receivables and trade payables and other liabilities, which are measured at amortized cost. All changes in fair value are recorded to the consolidated statement of income unless cash ﬂ ow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income to the extent the derivatives are deemed to be effective hedges. (u) Hedge accounting The Company operates principally in Canada and the United States, which gives rise to risks that its income and cash ﬂ ows may be adversely impacted by ﬂ uctuations in foreign exchange rates. The Company enters into foreign currency forward contracts to manage foreign exchange exposures on anticipated labor, operating costs, property, plant and equipment expenditures and dividend payments to be incurred in Canadian dollars and equipment expenditures to be incurred in other foreign currencies. The Company has elected to designate these instruments in their entirety as hedging instruments for hedge accounting purposes, including both the spot and forward elements of the contract in the valuation of the instrument. With respect to hedges of foreign currency exposure, the Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash ﬂ ows. An assessment is made whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in cash ﬂ ows of the hedged item using the hypothetical derivative method. The fair value of each contract is included on the consolidated balance sheet within derivative ﬁ nancial instrument assets or liabilities, depending on whether the fair value was in an asset or liability position. In the case of labor and operating costs, changes in the fair value of these contracts are initially recorded in other comprehensive income and subsequently recorded in the consolidated statement of income when the hedged item affects income or loss. In the case of property, plant and equipment expenditures, changes in the fair value of these contracts are initially recorded in other comprehensive income and upon settlement of the contract, the gain or loss is included in the cost of the corresponding asset. For dividend payments, changes in the fair value of these contracts are recorded directly in equity. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash ﬂ ow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in recognition of a non-ﬁ nancial item, it is included in the non-ﬁ nancial item’s cost on its initial recognition or, for other cash ﬂ ow hedges, it is reclassiﬁ ed to the consolidated statement of income in the same period or periods as the hedged expected future cash ﬂ ows affects income or loss. If the hedged future cash ﬂ ows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve are immediately reclassiﬁ ed to the consolidated statement of income. (v) Share-based payments The Company maintains a share-based compensation plan, which provides restricted share units under the Executive Enhanced Long-Term Deferred Income Beneﬁ ts Plan. The long-term component of the incentive entitlement for a given year is converted to units based on the current market value of the Company’s common shares and after a period of three years, the cash value of the units is paid to the Executive based on the market value of the Company’s common shares in effect at that point in time. Units under the plan vest immediately. The fair value of the units granted is recognized as a personnel expense, with a corresponding increase in liabilities, over the period that the units pertain. The liability is remeasured at each reporting date. Any changes in the fair value of the liability are recognized as a personnel expense in the statement of income. (w) Earnings per share Basic earnings per share are calculated by dividing the net income attributable to equity holders of the Company for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated on the same basis as there are no potentially dilutive common shares. 26 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Critical accounting estimates and judgments The application of the Company’s accounting policies requires management to use estimates and judgments that can have a signiﬁ cant effect on the revenues, expenses, comprehensive income, assets and liabilities recognized and disclosures made in the consolidated ﬁ nancial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The following areas require management’s most critical estimates and judgments: (a) Aggregation of operating segments Management applies judgment in aggregating operating segments into a reportable segment. Aggregation occurs when the operating segments have similar economic characteristics and have similar products, production processes, types of customers and distribution methods. (b) Business combinations The determination of fair value associated with identiﬁ able property, plant and equipment and intangible assets following a business combination requires management to make assumptions. More speciﬁ cally, this is the case when the Company calculates fair values using appropriate valuation techniques, which are generally based on a forecast of expected future cash ﬂ ows 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. Signiﬁ cant changes to these assumptions could signiﬁ cantly change the fair values associated with intangible assets following a business combination, which would impact the amortization expense. (c) Employee beneﬁ t plans Accounting for employee beneﬁ t plans requires the use of actuarial assumptions. The assumptions include the discount rate, rate of compensation increase, mortality rate and healthcare costs. These assumptions depend on underlying factors such as economic conditions, government regulations and employee demographics. These assumptions could change in the future and may result in material adjustments to employee beneﬁ t plan assets or liabilities. Impairment of property, plant and equipment, intangible assets and goodwill (d) An integral component of impairment testing is determining the asset’s recoverable amount. The determination of the recoverable amount involves signiﬁ cant management judgment, including projections of future cash ﬂ ows and the appropriate discount rate. The cash ﬂ ows are derived from the ﬁ nancial forecast for the next ﬁ ve years and do not include restructuring activities that the Company is not yet committed to or signiﬁ cant future investments that will enhance the asset’s performance of the CGU being tested. Qualitative factors, including market presence and trends, strength of customer relationships, strength of local management, strength of debt and capital markets and degree of variability in cash ﬂ ows, as well as other factors, are considered when making assumptions with regard to projected revenue and gross proﬁ t and the appropriate discount rate. The recoverable amount is most sensitive to the discount rate used for the discounted cash ﬂ ow model as well as the average projected sales volume growth, the average projected gross proﬁ t percentage and the terminal growth rate used for extrapolation purposes. A change in any of the signiﬁ cant assumptions or estimates could result in a material change in the recoverable amount. The Company has nine CGUs, of which the carrying values for three include goodwill and must be tested for impairment annually. (e) Timing of revenue recognition Signiﬁ cant judgment is required to determine whether revenue should be recognized over time or at a point in time. To assess whether any revenue should be recognized over time, the Company analyzes customer-speciﬁ c products without alternative use to determine whether a legally enforceable right to payment exists as performance is completed, including a reasonable return. (f) Leases Management assesses at lease commencement date whether it is reasonably certain to exercise lease extension options. In addition, assumptions are made as to the discount rate applied to the lease liability. If there is a signiﬁ cant event or change in circumstances within the Company’s control, these judgments and assumptions could change and may result in material adjustments to right-of-use assets and lease liabilities. 5. Accounting standards implemented in 2022 The following accounting standards came into effect commencing in the Company’s 2022 ﬁ scal year: (a) Property, plant and equipment: proceeds before intended use In May 2020, the IASB issued “Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16)”, which prohibits deducting amounts received from selling items produced while preparing the asset for its intended use from the cost of property, plant and equipment. Instead, such sales proceeds and related costs will be recognized within the statement of income. The amendments were implemented with retrospective application, effective December 27, 2021. The amendments had no impact on the Company’s consolidated ﬁ nancial statements. (b) Onerous contracts - cost of fulﬁ lling a contract In May 2020, the IASB issued “Onerous Contracts - Cost of Fulﬁ lling a Contract (Amendments to IAS 37)”, which speciﬁ es which costs a company includes when assessing whether a contract will be loss-making. The amendments were implemented, effective December 27, 2021. The amendments had no impact on the Company’s consolidated ﬁ nancial statements. 27 6. Future accounting standards (a) Deferred taxes related to assets and liabilities arising from a single transaction In May 2021, the IASB issued “Deferred Taxes Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)”, which introduces an exception to the initial recognition exemption for deferred tax on transactions such as leases and decommissioning obligations. Applying this exception, a company does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company does not expect the amendments to have a signiﬁ cant impact on the consolidated ﬁ nancial statements when they are adopted in 2023. (b) Lease liability in a sale and leaseback In September 2022, the IASB issued “Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)”, that requires a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and are to be applied retrospectively. The Company does not expect the amendments to have a signiﬁ cant impact on the consolidated ﬁ nancial statements when they are adopted in 2024. 7. Segment reporting Operating segments and product groups The Company provides three distinct types of packaging technologies: a) ﬂ exible packaging, b) rigid packaging and ﬂ exible lidding and c) packaging machinery. Each is deemed to be a separate operating segment. The ﬂ exible packaging segment includes the modiﬁ ed atmosphere packaging, specialty ﬁ lms and biaxially oriented nylon product groups. Modiﬁ ed atmosphere packaging extends the shelf life of perishable foods, while at the same time maintains or improves the quality of the product. The packaging is used for a wide range of markets and applications, including fresh and processed meats, poultry, cheese, medical device packaging, high performance pouch applications and high-barrier ﬁ lms for converting applications. Specialty ﬁ lms include a full line of barrier and non-barrier ﬁ lms which are ideal for converting applications such as printing, laminating and bag making, including shrink bags. Biaxially oriented nylon ﬁ lm is stretched by length and width to add stability for further conversion using printing, metalizing or laminating processes and is ideal for food packaging applications such as cheese, ﬂ uid and viscous liquids, and industrial applications such as book covers and balloons. The rigid packaging and ﬂ exible lidding segment includes the rigid containers, lidding and specialized printed packaging product groups. Rigid containers include portion control and single-serve containers, as well as plastic sheet, custom and retort trays, which are used for applications such as food, pet food, beverage, dairy, industrial and healthcare. Lidding products are available in die-cut, daisy chain and rollstock formats and are used for applications such as food, dairy, beverage, pet food, industrial and healthcare. Specialized printed packaging provides packaging solutions to the pharmaceutical, healthcare, nutraceutical, cosmetic and personal care markets. Packaging machinery includes a full line of horizontal ﬁ ll/seal machines for preformed containers and vertical form/ﬁ ll/seal pouch machines for pumpable liquid and semi-liquid products and certain dry products. Due to similar economic characteristics, including long-term sales volume growth and long-term average gross proﬁ t margins, and having similar products, production processes, types of customers and distribution methods, the ﬂ exible packaging and rigid packaging and ﬂ exible lidding operating segments have been aggregated as one reportable segment. In addition, the packaging machinery operating segment has been aggregated with these two segments as the segment’s revenue and assets represents less than 3 percent of total Company revenue and assets. The Company operates principally in Canada and the United States. See note 8 for a breakdown of revenue by operating and geographic segment. The following summary presents property, plant and equipment, intangible assets and goodwill information by geographic segment: United States Canada Mexico December 25 December 26 2022 249,075 284,019 18,606 551,700 2021 258,001 272,552 19,166 549,719 28 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Revenue Signiﬁ cant judgments in applying revenue accounting policy Signiﬁ cant judgment is required to determine whether revenue should be recognized over time or at a point in time. To assess whether any revenue should be recognized over time, the Company analyzes customer-speciﬁ c products without alternative use to determine whether a legally enforceable right to payment exists as performance is completed, including a reasonable return. During 2022, no material arrangements satisﬁ ed these criteria, and as a result, the Company did not recognize any revenue over time. Accordingly, all revenue was recognized at a point in time giving consideration to whether the customer has: a) assumed the risks and rewards of ownership, b) a present obligation to pay and c) obtained legal title and physical possession. These conditions are usually fulﬁ lled upon shipment of products. For customer contracts that include a volume rebate program, judgment is required to estimate the eventual amount that will be paid to the customer. Most volume rebate programs entitle a customer to an increasing rebate percentage based upon the attainment of purchase level thresholds. At each reporting date, the Company updates its estimates regarding variable consideration. Disaggregation of revenue Operating segment Flexible packaging Rigid packaging and ﬂ exible lidding Packaging machinery Geographic segment United States Canada Mexico and other 2022 2021 640,209 510,425 30,499 1,181,133 950,073 152,173 78,887 1,181,133 519,798 451,729 30,467 1,001,994 806,232 126,765 68,997 1,001,994 The Company’s products are primarily used for the packaging of perishable foods and beverages, which accounted for more than 90 percent of sales during 2022 and 2021. Other markets include medical, pharmaceutical, nutraceutical, personal care, industrial and other consumer goods. Contract balances The following table provides information about trade receivables and contract liabilities with customers: Trade receivables, which are included in ‘Trade and other receivables’ (note 15) Contract liabilities Changes in contract liabilities during the period Opening balance, December 27, 2021 Revenue recognized during the year that was included in the opening balance Increases due to cash received, excluding amounts recognized as revenue during the year Closing balance, December 25, 2022 December 25 2022 December 26 2021 188,981 (2,621) 166,467 (3,503) (3,503) 3,503 (2,621) (2,621) Performance obligations Most of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods. Revenue for each of the three operating segments 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 fulﬁ lled upon shipment, however, in some instances, upon delivery. Invoices are generated when control has transferred and are usually payable within 30 to 60 days. No revenue was recognized in 2022 or 2021 relating to performance obligations that were satisﬁ ed or partially satisﬁ ed in previous years. Similarly, no revenue will be recognized in subsequent years relating to unsatisﬁ ed performance obligations as at December 25, 2022. 29 9. Expenses by nature Raw materials and consumables used Depreciation and amortization Personnel expenses (note 10) Freight Other expenses Foreign exchange and cash ﬂ ow hedge (losses) gains transferred from other comprehensive income (note 11) 10. Personnel expenses Wages and salaries Social security Employee deﬁ ned beneﬁ t plan expenses (note 19) Employee deﬁ ned contribution plan expenses (note 19) Share-based payments (note 24) 2022 (638,416) (47,699) (224,791) (37,642) (56,632) (3,669) (1,008,849) 2022 (195,797) (17,289) (4,233) (7,326) (146) 2021 (522,652) (45,383) (214,073) (30,518) (48,198) 1,268 (859,556) 2021 (185,865) (16,350) (4,533) (7,325) - During 2022, the Company received $0 with respect to the Canada Emergency Wage Subsidy (CEWS) program (2021 - $1,177) which was netted against wages and salaries. (224,791) (214,073) 11. Other (expenses) income Foreign exchange losses Cash ﬂ ow hedge (losses) gains transferred from other comprehensive income 12. Finance income and expense Finance income on cash and cash equivalents Net ﬁ nance income on deﬁ ned beneﬁ t plans (note 19) Finance income Finance expense on bank overdrafts Finance expense on lease liabilities Finance expense on sale of extended term trade receivables (note 29) Net ﬁ nance expense on deﬁ ned beneﬁ t plans (note 19) Finance expense Net ﬁ nance income (expense) 30 2022 (2,579) (1,090) (3,669) 2022 5,959 455 6,414 (21) (467) (3,843) (281) (4,612) 1,802 2021 (483) 1,751 1,268 2021 804 109 913 (18) (499) (919) (302) (1,738) (825) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Income tax expense Current tax expense Current year Deferred tax recovery (expense) Origination and reversal of temporary differences Income tax expense Income tax expense recognized in other comprehensive income Cash ﬂ ow hedges Employee beneﬁ t plan remeasurements Reconciliation of effective income tax rate Combined Canadian federal and provincial income tax rate United States income taxed at rates lower than Canadian tax rates Permanent differences and other Effective income tax rate 14. Cash and cash equivalents Bank balances Money market and short-term deposits 15. Trade and other receivables Trade receivables Less: Allowance for expected credit losses Net trade receivables Other receivables 16. Inventories Raw materials Work-in-process Finished goods Spare parts 2022 2021 (53,787) (25,775) 7,926 (45,861) 165 (372) (207) 26.8% (0.4) (0.1) 26.3% (9,490) (35,265) 495 (3,419) (2,924) 26.7% (0.2) (1.6) 24.9% December 25 December 26 2022 35,430 363,243 398,673 2021 18,755 358,706 377,461 December 25 December 26 2022 188,981 (1,517) 187,464 16,576 204,040 2021 166,467 (1,007) 165,460 11,922 177,382 December 25 December 26 2022 128,371 46,022 97,163 16,562 288,118 2021 65,065 32,435 74,834 14,724 187,058 During 2022, the Company recorded, within cost of sales, inventory write-downs for slow-moving and obsolete inventory of $11,760 (2021 - $6,392) and reversals of previously written-down items of $2,279 (2021 - $2,666). 31 17. Property, plant and equipment Land Buildings Equipment Machines In Progress Total Packaging Capital Net book value At December 28, 2020 Cost Accumulated depreciation 2021 Activity Additions Disposals Transfers Depreciation At December 26, 2021 At December 26, 2021 Cost Accumulated depreciation Net book value At December 27, 2021 Cost Accumulated depreciation 2022 Activity Additions Disposals Transfers Depreciation At December 25, 2022 At December 25, 2022 Cost Accumulated depreciation - - - 24,486 211,736 682,042 - (71,233) (406,804) 20,348 (20,007) 66,893 1,005,505 24,486 140,503 275,238 341 66,893 - - - - 3,315 - 24,778 (7,853) 24,486 160,743 31,041 (145) 18,364 (37,664) 286,834 837 (110) - (87) 981 18,452 - (43,142) - 42,203 24,486 239,690 721,321 - (78,947) (434,487) 14,693 (13,712) 42,203 1,042,393 24,486 160,743 286,834 981 42,203 (498,044) 507,461 53,645 (255) - (45,604) 515,247 (527,146) 515,247 24,486 239,690 721,321 - (78,947) (434,487) 14,693 (13,712) 24,486 160,743 286,834 981 42,203 42,203 1,042,393 (527,146) 515,247 586 9,637 - - - - - (8,873) 25,072 161,507 18,459 (69) 6,346 (38,650) 272,920 659 21,759 51,100 - - (165) 1,475 - (6,346) - 57,616 (69) - (47,688) 518,590 25,072 249,287 732,415 - (87,780) (459,495) 25,072 161,507 272,920 15,352 (13,877) 1,475 57,616 1,079,742 - 57,616 (561,152) 518,590 At December 25, 2022, property, plant and equipment includes right-of-use assets of $11,505 (2021 - $12,665) related to leased facilities (see note 23). Government grants/tax credits in respect of property, plant and equipment were recognized within deferred income totaling $1,948 in 2022 (2021 - $5,207). No impairment losses or impairment reversals were recorded during 2022 and 2021. No borrowing costs were capitalized during 2022 and 2021. 32 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Intangible assets and goodwill Net book value At December 28, 2020 Cost Accumulated amortization 2021 Activity Additions Disposals Amortization At December 26, 2021 At December 26, 2021 Cost Accumulated amortization Net book value At December 27, 2021 Cost Accumulated amortization 2022 Activity Additions Disposals Amortization At December 25, 2022 At December 25, 2022 Cost Accumulated amortization Goodwill Software Patents Customer Related Total 18,435 - 18,435 - - - 18,435 18,435 - 18,435 18,435 - 18,435 - - - 18,435 18,435 - 18,435 10,106 (9,069) 1,037 222 - (383) 876 9,750 (8,874) 876 9,750 (8,874) 876 288 - (421) 743 9,767 (9,024) 743 72 (11) 61 - - 23 84 95 (11) 84 95 (11) 84 48 - - 132 143 (11) 132 18,830 (2,476) 16,354 - - (1,277) 15,077 18,830 (3,753) 15,077 18,830 (3,753) 15,077 - - (1,277) 13,800 18,830 (5,030) 13,800 47,443 (11,556) 35,887 245 - (1,660) 34,472 47,110 (12,638) 34,472 47,110 (12,638) 34,472 336 - (1,698) 33,110 47,175 (14,065) 33,110 The 2022 intangible assets and goodwill balance includes $12,698 (2021 - $12,596) related to the lidding CGU. The impairment testing for this CGU was conducted under the value-in-use approach, using a pre-tax discount rate of 13.1 percent (2021 - 10.8 percent). Cash ﬂ ows were projected based on actual operating results and the ﬁ ve-year business plan. Average sales volume growth projected for the next ﬁ ve years was 5.1 percent (2021 - 6.4 percent) and the average gross proﬁ t percentage projected over the same time-frame was within seven percentage points (2021 - within two percentage points) of the actual gross proﬁ t percentage attained in the current year. Cash ﬂ ows after the ﬁ ve-year period were assumed to increase at a terminal growth rate of 1.5 percent (2021 - 1.5 percent). The 2022 intangible assets and goodwill balance includes $19,494 (2021 - $20,770) related to the specialized printed packaging CGU. The impairment testing for this CGU was conducted under the value-in-use approach, using a pre-tax discount rate of 15.0 percent (2021 - 12.6 percent). Cash ﬂ ows were projected based on actual operating results and the ﬁ ve-year business plan. Average sales volume growth projected for the next ﬁ ve years was 10.2 percent (2021 - 9.7 percent) and the average gross proﬁ t percentage projected over the same time-frame was within seven percentage points (2021 - within ﬁ ve percentage points) of the actual gross proﬁ t percentage attained in the current year. Cash ﬂ ows after the ﬁ ve-year period were assumed to increase at a terminal growth rate of 1.5 percent (2021 - 1.5 percent). At December 25, 2022 and December 26, 2021, there were no indeﬁ nite life intangible assets other than goodwill. The amortization of software and patents is included within general and administrative expenses and the amortization of customer-related intangibles is included within sales, marketing and distribution expenses. At December 25, 2022 the weighted average remaining useful life of customer-related intangible assets was 11.6 years (2021 - 12.5 years). No impairment losses or impairment reversals were recorded during 2022 and 2021. 33 19. Employee beneﬁ t plans The Company maintains four funded non-contributory deﬁ ned beneﬁ t pension plans, one funded non-contributory supplementary income postretirement plan for certain CDN-based executives, one unfunded contributory deﬁ ned beneﬁ t postretirement plan for healthcare beneﬁ ts for a limited group of US individuals and seven deﬁ ned contribution pension plans. Effective January 1, 2005, all deﬁ ned beneﬁ t pension plans were frozen to new entrants except one, which was frozen effective January 1, 2009. All new CDN employees are required, and all new US employees have the option, to participate in deﬁ ned contribution plans upon satisfaction of certain eligibility requirements. The employee beneﬁ t plans are overseen by the Company Pension Committee (CPC) which is comprised of two members from senior management and one Board of Directors member. The CPC is responsible for determining and recommending the following items to the Company’s Board of Directors for approval: (a) the beneﬁ t plan asset investment policies, (b) the Company’s cash funding and (c) the employee beneﬁ t entitlements within the respective beneﬁ t plans. Total amounts paid by the Company on account of all beneﬁ t plans, consisting of: deﬁ ned beneﬁ t pension plans, supplementary income postretirement plan, direct payments to beneﬁ ciaries for the unfunded postretirement plan and the deﬁ ned contribution plans, amounted to $9,342 (2021 - $8,340). Deﬁ ned contribution pension plans The Company maintains four deﬁ ned contribution pension plans for employees in Canada and three retirement savings plans (401(k) Plans) for employees in the United States. The Company’s total expense for these plans was $7,326 (2021 - $7,325). Deﬁ ned beneﬁ t plans For ﬁ nancial reporting purposes, the Company measures the beneﬁ t obligations and fair value of the beneﬁ t plan assets as of the year-end date. The most recent actuarial valuations for funding purposes for the funded non-contributory plans were completed as at the following dates: January 1, 2022 for one plan, December 31, 2021 for one plan, January 1, 2020 for one plan and October 31, 2020 for one inactive plan. These actuarial valuations establish the minimum funding requirements. The most recent actuarial valuations for funding purposes for the supplementary income postretirement plan and the postretirement plan for healthcare beneﬁ ts were dated December 25, 2022. The supplementary income postretirement plan has no minimum funding requirements. The next required actuarial valuations for all of the Company’s active deﬁ ned beneﬁ t plans are three years from the aforementioned dates. Based on the most recent actuarial valuations, the Company expects to contribute $1,424 in cash to its deﬁ ned beneﬁ t plans in 2023. The CPC also reviews the funding position of each plan on an annual basis and makes recommendations to the Company’s Board of Directors regarding any additional cash funding by the Company deemed appropriate. On April 26, 2022, the Company entered into contracts to purchase annuities totaling $27,696 with respect to the retired and deferred vested members of two Canadian deﬁ ned beneﬁ t pension plans. The corresponding beneﬁ t obligation relating to these plan members was $23,120, resulting in a $4,576 actuarial loss on beneﬁ t plan assets which was recorded in other comprehensive income. The beneﬁ t obligation remains in the two Canadian deﬁ ned beneﬁ t pension plans and Winpak retains administrative responsibility to pay beneﬁ ts to plan members. The fair value of beneﬁ t plan assets in respect of the annuities is set equal to the covered obligations, eliminating any investment and mortality risk to Winpak and any net pension deﬁ cit in respect of the beneﬁ t payments covered by the annuity contracts. Regarding the funded non-contributory plans and the supplementary income postretirement plan, the normal retirement age is 65. The option to retire early and receive a reduced pension begins at age 55. For most plan members, the annual pension entitlement is based on years of credited service and the earnings attained in each of those years. However, for certain CDN-based executives, the annual pension entitlement is based on years of credited service and the highest average annual base compensation excluding incentive payments during the highest 36 consecutive months of earnings prior to retirement. At December 25, 2022 and December 26, 2021, the beneﬁ t obligation pertaining to these plan members represented less than 10 percent of the Company’s total beneﬁ t obligation. All equity and debt securities have quoted prices in active markets. The deﬁ ned beneﬁ t pension plans do not invest in the shares of the Company. The objective of the beneﬁ t plan asset allocation policy is to manage the funded status of the beneﬁ t plans at an appropriate level of risk, giving consideration to the security of the assets and the potential volatility of market returns. The long-term rate of return is targeted to exceed the return indicated by a benchmark portfolio by at least 1 percent annually. The CPC also pays attention to potential ﬂ uctuations in the beneﬁ t obligations. In the ideal case, beneﬁ t plan assets and obligations move in the same direction when interest rates change, creating a natural hedge against possible underfunding of the beneﬁ t plans. The following presents the ﬁ nancial position of the Company’s deﬁ ned beneﬁ t pension plans and other postretirement beneﬁ ts, which include the supplementary income plan and the postretirement plan for healthcare beneﬁ ts: Amounts recognized in the balance sheet Employee beneﬁ t plan assets Employee beneﬁ t plan liabilities 34 December 25 December 26 2022 2021 10,783 (8,334) 2,449 13,547 (9,837) 3,710 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Funded status Present value of funded obligations Fair value of beneﬁ t plan assets Status of funded obligations Present value of unfunded obligations Total funded status of obligations Beneﬁ t plan assets not recognized due to pension plan asset ceiling limit Change in beneﬁ t obligation Beneﬁ t obligation, beginning of year Current service cost Finance expense Remeasurement gains recognized in other comprehensive income Beneﬁ ts paid Foreign exchange (loss) gain Beneﬁ t obligation, end of year Change in beneﬁ t plan assets Fair value of beneﬁ t plan assets, beginning of year Expected return on beneﬁ t plan assets Remeasurement (losses) gains recognized in other comprehensive income Employer contributions Beneﬁ ts paid Beneﬁ t plan administration cost paid from the plan assets recognized in income Foreign exchange (loss) gain Fair value of beneﬁ t plan assets, end of year Change in beneﬁ t plan assets not recognized due to pension plan asset ceiling limit Balance, beginning of year Remeasurement losses recognized in other comprehensive income Foreign exchange loss Balance, end of year Beneﬁ t plan obligation The following represents the geographical breakdown of the beneﬁ t obligation: Canada United States The following represents the membership status breakdown of the beneﬁ t obligation: Active members Retired members Deferred vested members Other Beneﬁ t plan assets The following represents the weighted average allocation of beneﬁ t plan assets: Asset category Equity securities Debt securities Annuities Cash Total 35 December 25 2022 December 26 2021 (83,457) 88,444 4,987 (1,168) 3,819 (1,370) 2,449 114,618 3,812 3,385 (29,565) (4,306) (3,319) 84,625 119,342 3,559 (27,574) 1,912 (4,306) (421) (4,068) 88,444 1,014 413 (57) 1,370 (48,852) (35,773) (84,625) (35,510) (45,059) (3,652) (404) (84,625) 38% 34% 23% 5% 100% (113,189) 119,342 6,153 (1,429) 4,724 (1,014) 3,710 120,183 4,095 2,986 (8,538) (4,395) 287 114,618 114,978 2,793 5,038 1,074 (4,395) (438) 292 119,342 165 849 - 1,014 (66,692) (47,926) (114,618) (58,725) (49,916) (5,159) (818) (114,618) 35% 61% 0% 4% 100% Net beneﬁ t plan expense Current service cost Plan administration cost Net ﬁ nance income Net ﬁ nance expense Actual return on beneﬁ t plan assets Cumulative remeasurements recognized in other comprehensive income Cumulative amount, beginning of year Annual activity Remeasurement of beneﬁ t obligation: Actuarial losses arising from changes in demographic assumptions Actuarial gains arising from changes in ﬁ nancial assumptions Actuarial gains arising from experience adjustments Remeasurement of beneﬁ t plan assets - actuarial (losses) gains arising from experience adjustments Remeasurement of beneﬁ t plan assets not recognized due to pension plan asset ceiling limit Cumulative amount, end of year Signiﬁ cant assumptions The following weighted averages were used to value the beneﬁ t obligation: Discount rate Rate of compensation increase 2022 2021 (3,812) (421) (4,233) 455 (281) (4,059) (24,015) (4,095) (438) (4,533) 109 (302) (4,726) 7,831 17,929 5,202 - 28,817 748 29,565 (27,574) (413) 1,578 19,507 (146) 8,120 564 8,538 5,038 (849) 12,727 17,929 December 25 December 26 2022 2021 5.3% 3.6% 3.0% 3.6% Assumptions regarding future mortality were based on the following mortality tables: Canada - CPM - RPP2014 private generational (2021 - CPM - RPP2014 private generational) and United States - RP2021 (2021 - RP2021). At December 25, 2022, the weighted average duration of the beneﬁ t obligations was 12.2 years (2021 - 15.0 years). Sensitivity analysis The sensitivity analysis provided in the following table is hypothetical and should be used with caution. The sensitivities of each key assumption have been calculated independently of any changes in other key assumptions. Actual experience may result in changes in a number of key assumptions simultaneously. Changes in one factor may result in changes in another, which could amplify or reduce the impact of such assumptions. At December 25, 2022, the present value of the beneﬁ t obligation was $84,625. Based on changes to the deﬁ nitive actuarial assumptions, the beneﬁ t obligation would have been as follows: Discount rate - one percentage point Future mortality - one year Rate of compensation increase - one percentage point Increase Decrease 75,710 86,519 85,235 95,427 82,658 84,071 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. Deferred tax assets and liabilities The following are the components of the deferred tax assets and liabilities recognized by the Company: Assets Liabilities Net December 25 December 26 December 25 December 26 December 25 December 26 Trade and other receivables Inventories Prepaid expenses Derivative ﬁ nancial instruments Property, plant and equipment Intangible assets and goodwill Employee beneﬁ t plans Trade payables and other liabilities Provisions and other long-term liabilities Tax assets (liabilities) Set off of tax Net tax assets (liabilities) Movement in deferred tax assets and liabilities: 2022 267 5,658 - 356 - 4 2,038 3,787 2,819 14,929 (14,929) - 2021 196 4,689 - 191 - 4 2,313 1,472 3,175 12,040 (12,040) - 2022 2021 2022 2021 - - (194) - (70,098) (2,386) (2,831) (68) - (75,577) 14,929 (60,648) - - (157) - (74,360) (2,260) (3,557) (73) - (80,407) 12,040 (68,367) 267 5,658 (194) 356 (70,098) (2,382) (793) 3,719 2,819 (60,648) - (60,648) 196 4,689 (157) 191 (74,360) (2,256) (1,244) 1,399 3,175 (68,367) - (68,367) 2021 Trade and other receivables Inventories Prepaid expenses Derivative ﬁ nancial instruments Property, plant and equipment Intangible assets and goodwill Employee beneﬁ t plans Trade payables and other liabilities Provisions Provisions and other long-term liabilities 2022 Trade and other receivables Inventories Prepaid expenses Derivative ﬁ nancial instruments Property, plant and equipment Intangible assets and goodwill Employee beneﬁ t plans Trade payables and other liabilities Provisions and other long-term liabilities Opening Balance Recognized In Income Recognized In Equity Ending Balance 395 5,465 (108) (304) (65,557) (2,259) 1,491 1,069 40 3,815 (55,953) (199) (776) (49) - (8,803) 3 684 330 (40) (640) (9,490) - - - 495 - - (3,419) - - - (2,924) Opening Balance Recognized In Income Recognized In Equity 196 4,689 (157) 191 (74,360) (2,256) (1,244) 1,399 3,175 (68,367) 71 969 (37) - 4,262 (126) 823 2,320 (356) 7,926 - - - 165 - - (372) - - (207) 196 4,689 (157) 191 (74,360) (2,256) (1,244) 1,399 - 3,175 (68,367) Ending Balance 267 5,658 (194) 356 (70,098) (2,382) (793) 3,719 2,819 (60,648) Deferred tax assets have been recognized where it is probable that they will be recovered. In recognizing deferred tax assets, the Company has considered if it is probable that sufﬁ cient future income will be available to absorb temporary differences. 37 No deferred tax liability has been recognized in respect of temporary differences associated with investments in subsidiaries where the Company controls the timing of the reversal and it is probable that such temporary differences will not reverse in the foreseeable future. The aggregate amount of temporary differences associated with investments in domestic and foreign subsidiaries for which a deferred tax liability has not been recognized is $720,997 (2021 - $657,752). Temporary differences relating to unremitted earnings of foreign subsidiaries which would be subject to withholding and other taxes totalled $576,698 (2021 - $521,651). 21. Trade payables and other liabilities Trade payables Current portion of lease liabilities (note 23) Other current liabilities and accrued expenses 22. Provisions and other long-term liabilities Provisions Non-current portion of lease liabilities (note 23) 23. Leases Right-of-use assets Opening balance, December 27, 2021 Additions Depreciation Closing balance, December 25, 2022 Lease liabilities As lessee, the Company’s leases are for ofﬁ ce and manufacturing facilities. The following tables provide information about the timing of future lease payments: Less than one year One to ﬁ ve years More than ﬁ ve years Total contractual undiscounted lease liabilities Current Non-current Total discounted lease liabilities December 25 December 26 2022 (65,285) (1,321) (35,776) (102,382) 2021 (63,789) (1,314) (26,614) (91,717) December 25 December 26 2022 (850) (11,212) (12,062) 2021 (850) (12,179) (13,029) December 25 2022 12,665 - (1,160) 11,505 December 25 2022 (1,343) (4,030) (11,242) (16,615) December 25 2022 (1,321) (11,212) (12,533) During 2022, total cash outﬂ ow for leases was $2,460 (2021 - $1,995), including $1,144 for short-term leases (2021 - $790). Expenses for leases of low-dollar value items were not material. 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Extension options Some leases of ofﬁ ce and manufacturing facilities contain extension options exercisable by the Company up to one year before the end of the non- cancellable contract period. Where practicable, the Company seeks to include extension options in new leases to provide operational ﬂ exibility. The extension options held are exercisable only by the Company and not by the lessors. The Company assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a signiﬁ cant event or signiﬁ cant change in circumstances within its control. At December 25, 2022, potential future lease payments not included in lease liabilities totalled $4,396 on a discounted basis. Lease income Lease contracts in which the Company acts as a lessor are classiﬁ ed as operating leases because they do not transfer substantially all of the risks and rewards incidental to ownership of the assets. Lease income from these lease contracts during 2022 totalled $552 (2021 - $660). 24. Share-based payments: Effective January 1, 2022, the Board of Directors established the Executive Enhanced Long-Term Deferred Income Beneﬁ ts Plan (the “Plan”), whereby the Company grants to members of the Executive Committee (“EC Member”) a number of restricted share units (RSUs), based on the EC Member’s long-term incentive entitlement. There is no cost to the EC Member for the RSUs and the RSUs vest immediately. The Company pays to the EC Member the cash value of the RSUs based on the average closing share price over the last ten trading days preceding December 15 of the third year subsequent to the year the RSUs were granted. In the event of the termination of the EC Member’s employment for any reason, the cash value of the RSUs shall be paid immediately to the EC Member or their personal representative, as the case may be, based on the closing share price on the date of termination. The cash value of a RSU is the market value of the common shares of the Company on the day prior to the date of payment. In addition, the Company is required to pay the EC Member an amount equal to the dividends paid on the common shares of the Company with respect to each RSU if, as and when, declared and paid. Details of RSUs issued and outstanding during the current and prior year are as follows: Outstanding, beginning of year Settled Granted Outstanding, end of year Available for settlement, end of year 2022 - - 4,543 4,543 - 2021 - - - - - The 4,543 RSUs outstanding at the end of 2022 were granted for service rendered in 2022. The fair value of the RSUs at the grant date and each subsequent reporting date is based upon the market value of the Company’s common shares. The personnel expense recorded in the statement of income under the Plan was $146 (2021 - $0). No settlements occurred during 2022. At December 25, 2022, the carrying value of the liability, as well as the intrinsic value of the vested liability in respect of the Plan, was $141 (2021 - $0). 25. Share capital and reserves Share capital At December 25, 2022, the authorized voting common shares were unlimited (2021 - unlimited). The issued and fully paid voting common shares at December 25, 2022 were 65,000,000 (2021 - 65,000,000). The shares have no par value. The Company has no stock option plans in place. Reserves Reserves comprise the effective portion of the cumulative net change in the fair value of cash ﬂ ow hedging instruments related to the hedged transactions that have not yet occurred. Dividends During 2022, dividends in Canadian dollars of 12 cents per common share were declared (2021 - 12 cents). In addition, the Company paid a special dividend in Canadian dollars of $3.00 per common share on July 9, 2021. 26. Earnings per share Net income attributable to equity holders of the Company Weighted average shares outstanding (000’s) Basic and diluted earnings per share - cents 39 2022 128,343 65,000 197 2021 103,808 65,000 160 27. Financial instruments The following sets out the classiﬁ cation and the carrying/fair value of ﬁ nancial instruments: Assets (Liabilities) Cash and cash equivalents Trade and other receivables Classiﬁ cation Amortized cost Amortized cost Trade and other receivables - factoring arrangements FVOCI Trade payables and other liabilities Amortized cost Derivative ﬁ nancial instrument liabilities Fair value - hedging instrument Total trade and other receivables Carrying / Fair Value 398,673 189,956 14,084 204,040 (102,382) (1,328) The fair value of cash and cash equivalents, trade and other receivables, including trade and other receivables subject to factoring arrangements and classiﬁ ed as measured at FVOCI, trade payables and other liabilities approximate their carrying value because of the short-term maturity of these instruments. The fair value of foreign currency forward contracts, designated as cash ﬂ ow hedges, has been determined by valuing those contracts to market against prevailing forward foreign exchange rates as at the year-end reporting date. The inputs used for fair value measurements, including their classiﬁ cation within the required three levels of the fair value hierarchy that prioritizes the inputs used for fair value measurement, are as follows: Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - inputs that are not based on observable market data. The following table presents the classiﬁ cation of ﬁ nancial instruments within the fair value hierarchy: Financial Assets (Liabilities) Level 1 Level 2 Level 3 Total At December 25, 2022 Foreign currency forward contracts - net At December 26, 2021 Foreign currency forward contracts - net - - (1,328) (715) - - (1,328) (715) When the Company has a legally enforceable right to set off supplier rebates accounts receivable against supplier trade payables and intends to settle the amount on a net basis or simultaneously, the balance is presented as an offset within ‘Trade payables and other liabilities’ on the consolidated balance sheet. At December 25, 2022, the supplier rebate receivable balance that was offset was $7,002 (2021 - $6,972). 28. Commitments and guarantees (a) Commitments At December 25, 2022, the Company has commitments to purchase plant and equipment of $31,061 (2021 - $15,769). (b) Guarantees Directors and ofﬁ cers The Company and its subsidiaries have entered into indemniﬁ cation agreements with their respective directors and ofﬁ cers to indemnify them, to the extent permitted by law, against any and all amounts paid in settlement and damages incurred by the directors and ofﬁ cers as a result of any lawsuit, or any judicial, administrative or investigative proceeding involving the directors and ofﬁ cers. Indemniﬁ cation claims will be subject to any statutory or other legal limitation period. The Company has purchased directors’ and ofﬁ cers’ liability insurance to mitigate losses from any such claims. Leased real property The Company and its subsidiaries enter into leases in the ordinary course of business for real property. In certain instances, the Company and its subsidiaries have indemniﬁ ed the landlord from any obligations that may arise from any occurrences of personal bodily injury, loss of life and property damages. The Company’s property and liability insurance coverage mitigates losses from any such claims. Pension plan The Company has indemniﬁ ed the Manitoba Pension Commission from any and all claims that may be made by any beneﬁ ciary under a certain deﬁ ned beneﬁ t pension plan. The indemnity relates to the transfer of a portion of the surplus in the respective pension plan to a non-contributory supplementary income plan. 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Given the nature of the aforementioned indemniﬁ cation agreements, the Company is unable to reasonably estimate its maximum potential liability under these agreements. The Company believes the likelihood of a material payment pursuant to these indemniﬁ cation agreements is remote. No amounts have been recorded in the consolidated ﬁ nancial statements with respect to these indemniﬁ cation agreements. 29. Financial risk management In the normal course of business, the Company has risk exposures consisting primarily of foreign exchange risk, interest rate risk, commodity price risk, credit risk and liquidity risk. The Company manages its risks and risk exposures through a combination of derivative ﬁ nancial instruments, insurance, a system of internal and disclosure controls and sound business practices. The Company does not purchase any derivative ﬁ nancial instruments for speculative purposes. Financial risk management is primarily the responsibility of the Company’s corporate ﬁ nance function. Signiﬁ cant risks are regularly monitored and actions are taken, when appropriate, according to the Company’s approved policies, established for that purpose. In addition, as required, these risks are reviewed with the Company’s Board of Directors. Foreign exchange risk Translation differences arise when foreign currency monetary assets and liabilities are translated at foreign exchange rates that change over time. These foreign exchange gains and losses are recorded in other (expenses) income. As a result of the Company’s CDN dollar net asset monetary position as at December 25, 2022, a one-cent change in the year-end foreign exchange rate from 0.7356 to 0.7256 (CDN to US dollars) would have decreased net income by $42 for 2022. Conversely, a one-cent change in the year-end foreign exchange rate from 0.7356 to 0.7456 (CDN to US dollars) would have increased net income by $42 for 2022. The Company’s foreign exchange policy requires that between 50 and 80 percent of the Company’s net requirement of CDN dollars for the ensuing 9 to 15 months will be hedged at all times with a combination of cash and cash equivalents and forward or zero-cost option foreign currency contracts. The Company may also enter into foreign currency forward contracts when equipment purchases and special dividend payments will be settled in other foreign currencies. Transactions are only conducted with certain approved ‘AA’ rated or higher Schedule 1 CDN ﬁ nancial institutions. All foreign currency contracts are designated as cash ﬂ ow hedges of the highly probable CDN dollar expenditures. These derivatives meet the hedge effectiveness criteria as a result of the following factors: a) An economic relationship exists between the hedged item and the hedging instrument as notional amounts match and both the hedged item and hedging instrument fair values move in response to the same risk - foreign exchange rates. There are no signiﬁ cant reasons or causes for the designated hedged item and hedging instrument to be mismatched since the hedging instrument matures during the same month as the expected hedged expenditures are incurred. The correlation between the foreign exchange rate of the hedged item and the hedging instrument should be highly correlated and closely aligned as the maturity and the notional amount are the same. b) The hedge ratio is one to one for this hedging relationship as the hedged item is foreign currency risk that is hedged with a foreign currency hedging instrument. c) Credit risk is not material in the fair value of the hedging instrument. The Company has identiﬁ ed two sources of potential ineffectiveness: a) the timing of cash ﬂ ow differences between the expenditure and the related derivative and b) the inclusion of credit risk in the fair value of the derivative not replicated in the hedged item. The Company expects the impact of these sources of hedge ineffectiveness to be minimal. The timing of hedge settlements and incurred expenditures are closely aligned as they are expected to occur within 30 days of each other. Credit risk is not a material component of the fair value of the Company’s hedging instruments as all counterparties are ‘AA’ rated or higher Schedule 1 CDN ﬁ nancial institutions. Certain foreign currency forward contracts matured during the year and the Company realized pre-tax foreign exchange losses of $1,090 (2021 gains - $884). Of these foreign exchange differences, losses of $1,090 (2021 gains - $1,751) were recorded in other (expenses) income and $0 was recorded directly to equity (2021 losses - $867). As at December 25, 2022, the Company had US to CDN dollar foreign currency forward contracts outstanding with a notional amount of US $45.0 million at an average exchange rate of 1.3170 maturing between January and September 2023. The fair value of these ﬁ nancial instruments was negative $1,328 US and the corresponding unrealized loss has been recorded in other comprehensive income. The Company did not recognize any ineffectiveness on the hedging instruments during 2022 or 2021. Interest rate risk The Company’s interest rate risk arises from interest rate ﬂ uctuations on the ﬁ nance income that it earns on its cash invested in money market accounts and short-term deposits. The Company developed and implemented an investment policy, which was approved by the Company’s Board of Directors, with the primary objective to preserve capital, minimize risk and provide liquidity. Regarding the December 25, 2022 cash and cash equivalents balance of $398.7 million, a 1.0 percent increase/decrease in interest rate ﬂ uctuations would increase/decrease income before income taxes by $3,987 annually. 41 Commodity price risk The Company’s manufacturing costs are affected by the price of raw materials, namely petroleum-based and natural gas-based plastic resins and aluminum. In order to manage its risk, the Company has entered into selling price-indexing programs with certain customers. Changes in raw material prices for these customers are reﬂ ected in selling price adjustments but there is a slight time lag. For 2022, 74 percent (2021 - 69 percent) of revenue was generated from customers with selling price-indexing programs. For all other customers, the Company’s preferred practice is to match raw material cost changes with selling price adjustments, albeit with a slight time lag. This matching is not always possible, as customers react to selling price pressures related to raw material cost ﬂ uctuations according to conditions pertaining to their markets. Credit risk The Company is exposed to credit risk from its cash and cash equivalents held with banks and ﬁ nancial institutions, derivative ﬁ nancial instruments (foreign currency forward contracts), as well as credit exposure to customers, including outstanding trade and other receivable balances. The following table details the maximum exposure to the Company’s counterparty credit risk which represents the carrying value of the ﬁ nancial asset: Cash and cash equivalents Trade and other receivables December 25 2022 December 26 2021 398,673 204,040 602,713 377,461 177,382 554,843 Credit risk on cash and cash equivalents and ﬁ nancial instruments arises in the event of non-performance by the counterparties when the Company is entitled to receive payment from the counterparty who fails to perform. The Company has established an investment policy to manage its cash. The policy requires that the Company manage its risk by investing its excess cash on hand on a short-term basis, up to a maximum of six months, with several ﬁ nancial institutions and/or governmental bodies that must be rated ‘AA’ or higher for CDN ﬁ nancial institutions and ‘A-1’ or higher for US ﬁ nancial institutions by recognized international credit rating agencies or insured 100 percent by the US government or a ‘AAA’ rated CDN federal or provincial government. The Company manages its counterparty risk on its ﬁ nancial instruments by only dealing with ‘AA’ rated or higher Schedule 1 CDN ﬁ nancial institutions. In the normal course of business, the Company is exposed to credit risk on its trade and other receivables from customers. To mitigate such risk, the Company performs ongoing customer credit evaluations and assesses their credit quality by taking into account their ﬁ nancial position, past experience and other pertinent factors. Management regularly monitors customer credit limits, performs credit reviews and, in certain cases insures trade receivable balances against credit losses. During 2022, the Company incurred costs on the sale of trade receivables of $4,274 (2021 - $1,275). Of these costs, $3,843 was recorded in ﬁ nance expense (2021 - $919) and $431 was recorded in general and administrative expenses (2021 - $356). As at December 25, 2022, the Company believes that the credit risk for trade and other receivables is mitigated due to the following: (a) a broad customer base which is dispersed across varying market sectors and geographic locations, (b) 97 percent (2021 - 97 percent) of the gross trade and other receivables balance is within 30 days of the agreed upon payment terms with customers, c) the sale of certain extended term trade receivables without recourse to a third party and (d) 28 percent (2021 - 32 percent) of the trade and other receivables balance is insured against credit losses. The Company’s exposure to the ten largest customer balances, on aggregate, accounted for 39 percent (2021 - 35 percent) of the total trade and other receivables balance. The carrying amount of trade and other receivables is reduced through the use of an allowance for expected credit losses and the amount of the loss is recognized in the statement of income within general and administrative expenses. When a receivable balance is considered uncollectible, it is written off against the allowance for expected credit losses. Subsequent recoveries of amounts previously written off are credited against general and administrative expenses in the statement of income. During 2022, the Company recorded impairment losses on trade and other receivables of $249 (2021 - $946 impairment recoveries). The following table sets out the aging details of the Company’s trade and other receivables balances outstanding based on when the receivable was due and payable and related allowance for expected credit losses: Current (not past due) 1 - 30 days past due 31 - 60 days past due More than 60 days past due Less: Allowance for expected credit losses Total trade and other receivables, net 42 December 25 December 26 2022 176,720 22,119 3,145 3,573 205,557 (1,517) 204,040 2021 149,824 22,504 3,351 2,710 178,389 (1,007) 177,382 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Liquidity risk Liquidity risk is the risk that the Company would not be able to meet its ﬁ nancial obligations as they come due. Management believes that the liquidity risk is low due to the strong ﬁ nancial condition of the Company. This risk assessment is based on the following: (a) cash and cash equivalents amounts of $398.7 million, (b) no outstanding bank loans, (c) unused credit facilities comprised of unsecured operating lines of $38 million, (d) the ability to obtain term-loan ﬁ nancing to fund an acquisition, if needed, (e) an informal investment grade credit rating and (f) the Company’s ability to generate positive cash ﬂ ows from ongoing operations. Management believes that the Company’s cash ﬂ ows are more than sufﬁ cient to cover its operating costs, working capital requirements, capital expenditures, payment of lease liabilities and dividend payments in 2023. The Company’s trade payables and other liabilities and derivative ﬁ nancial instrument liabilities are all due within twelve months. Capital management The Company’s objectives in managing capital are to ensure the Company will continue as a going concern and have sufﬁ cient liquidity to pursue its strategy of organic growth combined with strategic acquisitions and to deploy capital to provide an appropriate return on investment to its shareholders. In the management of capital, the Company includes bank overdrafts, bank loans and shareholders’ equity. The Board of Directors has established quantitative return on capital criteria for management and year-over-year sustainable earnings growth targets. The Board of Directors also reviews, on a regular basis, the level of dividends paid to the Company’s shareholders. The Company has externally imposed capital requirements as governed through its bank operating line credit facilities. The Company monitors capital on the basis of funded debt to EBITDA (income before interest, income taxes, depreciation and amortization) and debt service coverage. Funded debt is deﬁ ned as the sum of bank loans and bank overdrafts less cash and cash equivalents. The funded debt to EBITDA is calculated as funded debt, as at the ﬁ nancial reporting date, over the 12-month rolling EBITDA. This ratio is to be maintained under 3.00:1. As at December 25, 2022, the ratio was 0.00:1. Debt service coverage is calculated as a 12-month rolling income from operations over debt service. Debt service is calculated as the sum of one-sixth of bank loans outstanding plus annualized ﬁ nance expense and dividends. This ratio is to be maintained over 1.50:1. As at December 25, 2022, the ratio was 39.66:1. There were no changes in the Company’s approach to capital management during 2022. 30. Contingencies In the normal course of business activities, the Company may be subject to various legal actions. Management contests these actions and believes resolution of the actions will not have a material adverse impact on the Company’s ﬁ nancial condition. 31. Related party transactions The Company had revenue of $0 (2021 - $122), purchases of $21,215 (2021 - $17,534) and commission income of $1,041 (2021 - $716) with its majority shareholder company. Trade and other receivables and trade payables and other liabilities include amounts of $0 (2021 - $184) and $3,650 (2021 - $3,757) respectively with the majority shareholder company. These transactions were completed at market values with normal payment terms. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Board of Directors and Executive Committee are key management personnel. The following table details the compensation earned by these key management personnel: Salaries, fees and short-term beneﬁ ts Post-employment beneﬁ ts Share-based payments 2022 (3,740) (348) (146) (4,234) 2021 (3,226) (422) - (3,648) No loans were advanced to key management personnel during the year. The aggregate remuneration earned by the Board of Directors in 2022 was $798 (2021 - $812). As a group, the Board of Directors hold, directly or indirectly, 52.7 percent (2021 - 52.7 percent) of the outstanding shares of the Company. The members of the Executive Committee hold, directly or indirectly, 0.0 percent (2021 - 0.0 percent) of the outstanding shares of the Company. 43 CORPORATE INFORMATION Annual Meeting The Annual Meeting of Shareholders will be held as an audio/video webcast meeting on Tuesday, April 25, 2023 at 11:00 a.m. (CDT) Meeting link: https://meetnow.global/MTXUHTA Listing Winpak Ltd. shares are listed WPK on the Toronto Stock Exchange Transfer Agent Computershare Investor Services Inc. Annual Information Form The most recent version of the Annual Information Form for Winpak Ltd. is available on Winpak’s website: www.winpak.com Board of Directors Chairman, A.I. Aarnio-Wihuri (2), Kaarina, Finland; Chairman, Wihuri International Oy M.H. Aarnio-Wihuri (2), Kaarina, Finland; Deputy CEO, Wihuri International Oy R.J. Aarnio-Wihuri (2), Kaarina, Finland; Chief Development Ofﬁ cer, Wihuri International Oy B.J. Berry (2), Winnipeg, Canada K.P. Kuchma (1), Winnipeg, Canada D. Spiring (1), Winnipeg, Canada; President and CEO, Economic Development Winnipeg Inc. I.T. Suominen (1), Helsinki, Finland; Vice President and Chief Financial Ofﬁ cer, Wihuri International Oy (1) Member of the Audit Committee (2) Member of the Corporate Governance, Sustainability, Compensation and Nomination Committee Executive Committee The Executive Committee, in consultation with the Board of Directors, establishes the objectives and the long-term direction of the Company. The Committee meets regularly throughout the year to review progress towards achievement of the Company’s goals and to implement policies and procedures directed at optimizing performance. M. Bilgen, Vice President, Technology and Innovation, Winpak Ltd. J.C. Holland, President, Winpak Division, a division of Winpak Ltd. and President, Winpak Films Inc. O.Y. Muggli, President and Chief Executive Ofﬁ cer, Winpak Ltd. S.M. Taylor, Vice President and Chief Financial Ofﬁ cer, Winpak Ltd. R.W. Zasitko, Vice President, Supply Chain and Procurement, Winpak Ltd. Auditor KPMG LLP, Winnipeg, Canada Legal Counsel Thompson Dorfman Sweatman LLP, Winnipeg, Canada Bond Schoeneck & King PLLC, Buffalo, U.S.A. 44 Winpak Ltd. Corporate Ofﬁ ce, 100 Saulteaux Crescent, Winnipeg, MB, Canada, R3J 3T3 T: (204) 889-1015 F: (204) 888-7806 www.winpak.com Winpak Division, A division of Winpak Ltd. 100 Saulteaux Crescent Winnipeg, MB R3J 3T3 Canada T: (204) 889-1015 F: (204) 832-7781 American Biaxis Inc. 100 Saulteaux Crescent Winnipeg, MB R3J 3T3 Canada T: (204) 837-0650 F: (204) 837-0659 Winpak Group www.winpak.com Winpak Inc. P.O. Box 14748 Minneapolis, MN 55414 U.S.A T: (204) 889-1015 F: (204) 832-7781 Embalajes Winpak de México S.A. de C.V. Avenida Jalpan de Serra #140 Ampliación Parque Industrial Querétaro Santa Rosa Jáuregui 76220 Querétaro, Querétaro México T: (52) 442-256-1900 Winpak Portion Packaging Ltd. 26 Tidemore Avenue Toronto, ON M9W 7A7 Canada T: (416) 741-6182 F: (416) 741-2918 Winpak Portion Packaging, Inc. 3345 Butler Avenue South Chicago Heights, IL 60411 U.S.A. T: (708) 755-4483 F: (708) 755-7257 Winpak Portion Packaging, Inc. 1111 Winpak Way Sauk Village, IL 60411 U.S.A. T: (708) 753-5700 F: (708) 757-2447 Winpak Heat Seal Packaging Inc. 21919 Dumberry Road Vaudreuil-Dorion, QC J7V 8P7 Canada T: (450) 424-0191 F: (450) 424-0563 Winpak Heat Seal Corporation 1821 Riverway Drive Pekin, IL 61554 U.S.A. T: (309) 477-6600 F: (309) 477-6699 Winpak Films Inc. 100 Wihuri Parkway Senoia, GA 30276 U.S.A. T: (770) 599-6656 F: (770) 599-8387 Winpak Control Group Inc. 500 Walnut Street Norwood, NJ 07648 U.S.A. T: (201) 784-8721 F: (201) 784-1527 Winpak Lane, Inc. 1365 North Ayala Avenue Rialto, CA 92376 U.S.A. T: (909) 885-0715 F: (909) 381-1934 45 Wihuri Group, Head Ofﬁ ce, Wihurinaukio 2, FI-00570 Helsinki, Finland T: +358 20 510 10 F: +358 20 510 2658 www.wihuri.com Wipak Group www.wipak.com Wipak Oy Wipaktie 2 FI-15560 Nastola Finland T: +358 20 510 311 F: +358 20 510 3300 Wipak Gryspeert S.A.S. Zone des Bois, CS 20006 59558 Bousbecque Cédex France T: +33 320 115 656 F: +33 320 115 670 Wipak Oy Kaivolankatu 5 FI-37630 Valkeakoski Finland T: +358 20 510 311 F: +358 20 510 3444 Wipak Bordi s.r.l. Via Finlandia 4 A IT-29012 Caorso Italy T: +39 523 821 382 F: +39 523 822 185 Wipak Walsrode GmbH & Co. KG Bahnhofstrasse 13 DE-29699 Bomlitz Germany T: +49 5161 4880 0 F: +49 5161 4880 100 Wipak UK Ltd. Buttington Business Park, Unit 3 UK-Welshpool, Powys SY21 8SL United Kingdom T: +44 1938 555 255 F: +44 1938 555 277 Wipak Polska Sp z.o.o. Ul. Smakow 10 PL-49-318 Skarbimierz Osiedle Poland T: +48 77 404 2000 F: +48 77 404 2001 Wipak B.V. Nieuwstadterweg 17 NL-6136 KN Sittard Netherlands T: +31 46 420 2999 F: +31 46 458 1311 Wipak Iberica S.L. C/Sant Celoni, n°76, P.I. Can Prat 08450 Llinars del Vallés, Barcelona Spain T: +34 937 812 020 F: +34 937 812 033 Wipak Packaging (Changshu) Co. Ltd. Biaxis Oy Ltd. Teknikonkatu 2 No. 88 Fuchunjiang Road FI-15520 Lahti Changshu New & Hi-Tech Finland Industrial Development Zone T: +358 20 510 312 CN-215533 Jiangsu, China T: +86 512 82365958 F: +358 20 510 3500 F: +86 512 82365957 46 I T ’ S O U R N AT U R E TO P R OT E CT ™ W I N P A K . C O M

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