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TerraVest Industries — Management Reports 2021
May 12, 2021
47078_rns_2021-05-12_f985859f-61ed-4c02-844e-fcc0b9ac2472.pdf
Management Reports
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MANAGEMENT’S DISCUSSION AND ANALYSIS For the second quarter ended March 31, 2021 Dated: May 11, 2021
INTRODUCTION AND FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis (“MD&A”) presents management’s view of the financial position and performance of TerraVest Industries Inc. (“TerraVest” or the “Company”) for the second quarter ended March 31, 2021 and should be read in conjunction with TerraVest’s interim condensed consolidated financial statements for the second quarter ended March 31, 2021. The financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are stated in thousands of Canadian dollars, except share and per share amounts or unless otherwise stated. This discussion is prepared as at May 11, 2021 and has been prepared with all available information up to and including the date of this report. This document should be read in full including the definitions of non‐ IFRS measures such as Adjusted earnings before interests, income taxes, depreciation and amortization (“EBITDA”), Cash Available for Distribution, Dividend Payout Ratio, Maintenance Capital Expenditures and Working Capital which are found in the following section of this MD&A.
This MD&A sets out management’s assessment of TerraVest’s future plans and operations and contains forward-looking statements as defined under applicable Canadian securities legislation. These forward-looking statements often contain words such as “anticipates”, “does not anticipate”, “believes”, “estimates”, “forecasts”, “intends”, “expects”, “does not expect”, “could”, “may”, “will”, “should”, “plans” or similar terms or variations of these words and contain estimates or assumptions about the outcome of future events. These forward-looking statements are provided in the interest of providing readers with information regarding TerraVest. Readers are cautioned that management’s expectations, estimates and assumptions, although considered reasonable, may prove to be incorrect and readers should not place undue reliance on forward-looking statements which are subject to risks, uncertainties, and other factors that could result in the outcome of these events being materially different from those anticipated in this MD&A. These factors and assumptions include, but are not limited to: levels of business activity in TerraVest’s segments, political conditions and events, competitive pressures, changes in government policy or regulations, commodity pricing, and general economic conditions. TerraVest’s actual results may differ materially from those expressed in, or implied by these forward-looking statements. The forward-looking information contained in the MD&A is expressly qualified by the cautionary statement. TerraVest does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances, unanticipated events or circumstances, or should its estimates or assumptions change, after the date hereof, except as expressly required by law. Additional information relating to TerraVest and the risks to which its business is subject is contained in its Annual Information Form (“AIF”), which is available on SEDAR at www.sedar.com.
NON‐IFRS FINANCIAL MEASURES
Adjusted EBITDA, Cash Available for Distribution, Dividend Payout Ratio, Maintenance Capital Expenditures and Working Capital are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. TerraVest’s definitions may differ from those of other issuers and therefore may not be comparable to similarly titled measures used by other issuers.
Adjusted EBITDA : is defined as net income adjusted for income tax expense, financing costs, depreciation, amortization, gains or losses on disposal of property, plant and equipment and on disposal of assets held for sale, change in fair value of derivative financial instruments, change in fair value of investment in equity instruments, gains or losses on foreign exchange, non-recurring acquisition-related costs, impairment charges and other non-recurring and/or non-operations related items that do not reflect the current ongoing operations of TerraVest. Management believes this is a useful metric in evaluating the ongoing operating performance of TerraVest. Readers are cautioned that adjusted EBITDA should not be construed as an alternative to net income determined in accordance with IFRS as an indicator of TerraVest’s performance.
Cash Available for Distribution : is defined as cash flow from operating activities adjusted for changes in non-cash operating working capital, maintenance capital expenditures and repayment of lease liabilities. Management believes that cash available for distribution, as a liquidity measure, is a useful metric that provides an indication of the cash available from ongoing operations that can be distributed to shareholders as a dividend. Readers are cautioned that cash available for distribution should not be construed as an alternative to cash flow from operating activities determined in accordance with IFRS as an indicator of TerraVest’s liquidity and cash flows.
Dividend Payout Ratio : is defined as dividends paid in cash during the period divided by cash available for distribution for the period. Management believes that dividend payout ratio is a useful metric as it provides an indication of TerraVest’s ability to sustain its current dividend policy. There is no directly comparable IFRS measure for dividend payout ratio.
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Maintenance Capital Expenditures : is defined as capital expenditures made to sustain the operations of TerraVest’s operating businesses and to maintain the productive capacity of the businesses over an economic cycle, whether or not they yield significant cost or production efficiencies. Management believes that maintenance capital expenditures should be funded by cash flow from existing operating activities and, therefore, deducted in determining cash available for distribution. There is no directly comparable IFRS measure for maintenance capital expenditures.
Working Capital : is calculated by subtracting current liabilities from current assets. Management uses working capital as a measure for assessing overall liquidity. There is no directly comparable IFRS measure for working capital.
BUSINESS OVERVIEW
TerraVest is a diversified industrial company that manufactures and sells goods and services to various end-markets including: energy, agriculture, mining, and transportation, among others. TerraVest is focused on acquiring and operating market-leading businesses that will benefit from TerraVest’s financial and operational support. These opportunities generally center on manufactured steel products that complement TerraVest’s existing operations and provide integration benefits.
TerraVest is comprised of three operating segments: Fuel Containment, Processing Equipment and Service.
Fuel Containment Segment
Through wholly-owned subsidiaries, TerraVest’s Fuel Containment segment is a leading provider of products and services to a variety of industries across Canada and the United States. The Fuel Containment segment manufactures products including: bulk LPG transport trailers, LPG delivery and service trucks, bulk LPG storage tanks, residential and commercial LPG tanks and dispensers, custom pressure vessels, commercial and residential refined fuel tanks, and furnaces and boilers. This segment sells its products direct to end user and through various distribution networks. The end users of the products are fuel distributors, transportation companies and industrial, commercial and residential consumers.
Processing Equipment Segment
Through subsidiaries, TerraVest’s Processing Equipment segment is a leading fabricator of equipment for various end-markets including: upstream and midstream oil and gas processing, agriculture, transportation and mining. The Processing Equipment segment manufactures and sells a wide array of equipment such as: wellhead processing equipment and tanks, wellhead desanding units, central facilities processing equipment, NGL and LPG storage tanks, anhydrous ammonia storage tanks, bulk NGL and LPG transport trailers, bulk ammonia transport trailers and wagons, compressed gas transport trailers and a wide variety of customized processing equipment for various applications. This segment’s products and services are primarily sold to oil and gas producers, midstream companies, engineering companies, propane distributors, fertilizer distributors and transportation companies.
Service Segment
TerraVest’s Service segment provides well servicing to the oil and gas sector and is a market-leader in South‐Western and Central Saskatchewan. The Service segment has been providing well servicing to major oil and gas producers in Saskatchewan for many years and is a well‐recognized name. The Service segment currently operates 21 service rigs giving it the critical mass to service the needs of the largest oil and gas producers in the area.
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SECOND QUARTER AND SIX MONTHS REVIEW AND OUTLOOK
Business Performance
Management believes that there are certain non‐IFRS financial measures that can be used to assist shareholders in analyzing the performance of TerraVest. The table below highlights certain financial results and reconciles net income to adjusted EBITDA for the second quarter and six months ended March 31, 2021 and the comparative periods in fiscal 2020.
| Management believes that there are certain non‐IFRS financial measures that can be used to assist shareholders in analyzing the performance of TerraVest. The table below highlights certain financial results and reconciles net income to adjusted EBITDA for the second quarter and six months ended March 31, 2021 and the comparative periods in fiscal 2020. |
Management believes that there are certain non‐IFRS financial measures that can be used to assist shareholders in analyzing the performance of TerraVest. The table below highlights certain financial results and reconciles net income to adjusted EBITDA for the second quarter and six months ended March 31, 2021 and the comparative periods in fiscal 2020. |
|---|---|
| Second quarters ended Six months ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 |
|
| $ $ $ Sales 76,477 86,751 158,817 |
$ 175,003 |
| Net Income 10,723 5,272 22,675 Add (subtract): Income tax expense 2,301 498 5,651 Financing costs 941 1,456 1,917 Depreciation and amortization 4,731 4,306 9,448 Change in fair value of derivative financial instruments (624) 2,886 (1,704) Change in fair value of investment in equity instruments (1,116) - (3,973) (Gain) loss on foreign exchange 681 (2,551) 2,813 Acquisition-related cost - 33 - (Gain) loss on disposal of property, plant and equipment (102) (55) (204) (Gain) loss on disposal of assets held for sale - (931) - (Gain)loss on contingent considerations - (61) - |
11,692 3,187 3,027 8,278 2,365 - (2,023) 171 (275) (931) (61) |
| Adjusted EBITDA 17,535 10,853 36,623 |
25,430 |
Sales for the second quarter and six months ended March 31, 2021 were $76,477 and $158,817 versus $86,751 and $175,003 for the prior comparable periods. This represents decreases of 12% and 9% respectively. However, TerraVest acquired all of the assets of Argo Sales Inc. (“Argo”) in December 2019, which only partially contributed to the prior comparable period of six months. Excluding Argo, sales for the six months ended March 31, 2021 were $143,156 versus $158,858 for the prior comparable period. This represents a decrease of 10% for TerraVest’s base portfolio (excluding Argo).
The decreases in sales for the second quarter and six months are a result of weaker demand for TerraVest’s LPG and NGL storage and distribution equipment as well as for oil and gas processing equipment in Western Canada. This was partially offset by increased demand for home heating products versus the prior comparable periods. Despite commodity pricing increasing during the second quarter ended March 31, 2021, customer demand for oil and gas processing equipment in Western Canada is still lagging.
Net income for the second quarter and six months ended March 31, 2021 were $10,723 and $22,675 versus $5,272 and $11,692 for the prior comparable periods. This represents increases of 103% and 94% respectively. The increases are a result of a more favorable product mix, government wage subsidies to help maintain employment during the COVID-19 pandemic and other government subsidies available for entities experiencing significant revenue decreases as well as cost control measures put in place. A favorable change in the fair value of investment in equity instruments also contributed to the increases. The increases in net income were partially offset by decreased sales activities as explained above and are also a result of the variations highlighted in the table above.
Adjusted EBITDA for the second quarter and six months ended March 31, 2021 were $17,535 and $36,623 versus $10,853 and $25,430 for the prior comparable periods. This represents increases of 62% and 44% respectively, which are a result of the reasons explained above.
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During the first six months, TerraVest recognized $5,544 in net income in relation to the Canada Emergency Wage Subsidy (“CEWS”) as part of the Federal Government’s response to the COVID-19 pandemic. Had the CEWS program not been available, TerraVest would have made incremental significant personnel reductions to mitigate reduced business activity. TerraVest also recognized $2,448 in net income during the first six months in relation to other various government subsidies available in response to the COVID-19 pandemic.
The table below reconciles cash flow from operating activities to cash available for distribution for the second quarter and six months ended March 31, 2021 and the comparative periods in fiscal 2020.
| Second quarters ended | Second quarters ended | Six months ended | Six months ended | |
|---|---|---|---|---|
| March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 | ||||
| $ | $ | $ | $ | |
| Cash Flow from Operating Activities | 3,263 | 11,628 | 22,300 | 31,298 |
| Add (subtract): | ||||
| Change in non-cash operating working capital items | 9,129 |
(2,690) | 1,718 | (13,680) |
| Maintenance capital expenditures | (1,022) | (897) | (2,134) | (2,145) |
| Repayment of lease liabilities | (1,081) | (912) | (2,149) | (1,631) |
| Cash Available for Distribution | 10,289 | 7,129 | 19,735 | 13,842 |
| Dividends Paid | 1,848 | 1,831 | 3,716 | 3,595 |
| Dividend Payout Ratio | 18% | 26% | 19% | 26% |
Cash flow from operating activities for the second quarter and six months ended March 31, 2021 were $3,263 and $22,300 versus $11,628 and $31,298 for the prior comparable periods. This represents decreases of 72% and 29% respectively. The decreases in cash flow are a result of working capital fluctuations and increased income taxes paid, partially offset by increased net income.
Maintenance capital expenditures were $1,022 for the second quarter ended March 31, 2021 versus $897 for the prior comparable period representing an increase of 14%, which is mainly explained by the timing of maintenance capital expenditures. During the second quarter, TerraVest’s total purchase of property, plant and equipment paid was $4,036 of which $3,014 is considered growth capital. The growth capital incurred during the second quarter consisted of additions to the Company’s rental fleet, the automation of a production line and building expansions.
Cash available for distribution for the second quarter and six months ended March 31, 2021 increased by 44% and 43% respectively versus the prior comparable periods. These increases are a result of reasons explained above and previously in this MD&A.
The dividend payout ratio for the second quarter and six months ended March 31, 2021 were 18% and 19% versus 26% for the prior comparable periods.
Outlook
The current global pandemic continues to create a challenging business environment for TerraVest on many fronts. Over the past year, the Company and its employees have done an excellent job managing through COVID-19 pandemic related restrictions, all while keeping tight control on operating costs and improving manufacturing efficiency. However, new challenges continue to present themselves, as a result of the COVID-19 pandemic, such as disrupted global supply chains resulting in rising raw material prices and, in many cases, supply shortages. In addition, many sectors are experiencing a much longer recovery profile, such as travel, which continues to weigh on oil and gas demand and ultimately certain of TerraVest’s businesses. Navigating these challenges, while continuing to keep our employees, our customers and our vendors safe will be the primary focus for the Company for the remainder of the year. Additionally, TerraVest will remain vigilant in managing its cost structure and will make targeted investments in manufacturing efficiency improvements as well as continue to pursue its acquisition strategy.
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CONSOLIDATED RESULTS OF OPERATIONS
The following section provides the financial results of TerraVest’s operations for the second quarter and six months ended March 31, 2021 and the comparative periods in fiscal 2020.
| March 31, 2021 March 31, 2020 March 31, 2021 | March 31, 2020 |
|---|---|
| $ $ $ Sales 76,477 86,751 158,817 Cost of sales 55,644 69,451 115,892 |
$ 175,003 137,221 |
| Grossprofit 20,833 17,300 42,925 |
37,782 |
| Administration expenses 6,354 9,048 12,467 Selling expenses 1,675 1,738 3,283 Financing costs 941 1,456 1,917 Other(gains)losses (1,161) (712) (3,068) |
17,359 3,442 3,027 (925) |
| 7,809 11,530 14,599 |
22,903 |
| Earnings before income taxes 13,024 5,770 28,326 Income tax expense 2,301 498 5,651 |
14,879 3,187 |
| Net Income 10,723 5,272 22,675 Allocated to non‐controllinginterest (63) (51) (128) |
11,692 (92) |
| Net income attributable to common shareholders 10,786 5,323 22,803 |
11,784 |
| Weighted average shares outstanding – Basic 18,473,942 18,712,670 18,483,713 Weighted average shares outstanding – Diluted 18,766,033 19,056,299 18,763,319 Net income per share – Basic $0.58 $0.28 $1.23 Net incomeper share – Diluted $0.57 $0.28 $1.22 |
18,288,770 19,104,265 $0.64 $0.63 |
Sales for the second quarter and six months ended March 31, 2021 decreased by 12% and 9% respectively versus the prior comparable periods. The reasons have been explained previously in this MD&A.
Gross profit for the second quarter and six months ended March 31, 2021 increased by 20% and 14% respectively versus the prior comparable periods. This is primarily explained by a more favorable product mix and government subsidies, partially offset by decreased sales volume for some of TerraVest’s base portfolio businesses and the contribution of Argo.
Administration expenses for the second quarter and six months ended March 31, 2021 decreased by 30% and 28% respectively versus the prior comparable periods. The variation is mainly the result of government wage subsidies, cost control measures and non-recurring acquisition-related expenses incurred in fiscal 2020, offset by the addition of Argo to TerraVest’s results.
Selling expenses for the second quarter and six months ended March 31, 2021 decreased by 4% and 5% respectively versus the prior comparable periods. This is a result of reduced travelling expenses due to travel restrictions and cost control initiatives.
Financing costs for the second quarter and six months ended March 31, 2021 decreased by 35% and 37% respectively versus the prior comparable periods. The decreases are primarily explained by lower interest expense because of the prime rate reductions in March 2020 and April 2020 and by reduced debt balances.
Other (gains) losses variance for the second quarter and six months ended March 31, 2021 is a result of favorable changes in the fair value of derivative financial instruments and investment in equity instruments, partially offset by an increased loss on foreign exchange.
Income tax expense for the second quarter and six months ended March 31, 2021 increased versus the prior comparable periods, which is the result of increased taxable earnings, partially offset by a reduction of the tax rates for certain subsidiaries of TerraVest.
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As a result of the above, net income attributable to common shareholders for the second quarter and six months ended March 31, 2021 increased by 103% and 94% respectively versus the prior comparable periods.
Segmented Results
a) Fuel Containment
| Second quarters ended | Second quarters ended | Six months ended | Six months ended | |
|---|---|---|---|---|
| March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 | ||||
| $ | $ | $ | $ | |
| Sales | 40,709 | 34,515 | 92,828 | 84,723 |
| Net Income | 7,456 | 1,887 | 16,776 | 8,453 |
| Add (subtract): | ||||
| Income tax expense | 2,222 | 557 | 5,362 | 2,945 |
| Financing costs | 450 | 698 | 939 | 1,403 |
| Depreciation and amortization | 1,910 | 1,973 | 3,825 | 3,970 |
| Change in fair value of derivative | ||||
| financial instruments | (624) | 2,886 | (1,704) | 2,365 |
| (Gain) loss on foreign exchange | 541 | (1,540) | 2,137 | (1,247) |
| (Gain) loss on disposal of property, plant | ||||
| and equipment | 14 | 11 | (49) | (4) |
| (Gain) loss on disposal of assets held for sale | - | 180 | - | 180 |
| (Gain)loss on contingent considerations | - | (61) | - | (61) |
| Adjusted EBITDA | 11,969 | 6,591 | 27,286 | 18,004 |
Sales for the second quarter and six months ended March 31, 2021 were $40,709 and $92,828 versus $34,515 and $84,723 for the prior comparable periods. This represents increases of 18% and 10% respectively. The increases in sales are a result of stronger demand for home heating product lines and commercial fiberglass products, partially offset by decreased sales for this segment’s LPG distribution equipment products versus the prior comparable periods, although the sales for LPG distribution equipment products were higher than prior comparable period for the second quarter ended March 31, 2021.
Net income for the second quarter and six months ended March 31, 2021 were $7,456 and $16,776 versus $1,887 and $8,453 for the prior comparable periods. This represents increases of 295% and 98% respectively. The increases in net income are primarily the result of increased sales as explained above, a favorable change in product mix and in the fair value of derivative financial instruments as well as cost reduction measures and government subsidies, partially offset by increases in income tax expense and loss on foreign exchange.
Adjusted EBITDA for the second quarter and six months ended March 31, 2021 were $11,969 and $27,286 versus $6,591 and $18,004 for the prior comparable periods. This represents increases of 82% and 52% respectively, which are a result of the reasons highlighted above.
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b) Processing Equipment
| Second quarters ended | Second quarters ended | Six months ended | Six months ended | |
|---|---|---|---|---|
| March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 | ||||
| $ | $ | $ | $ | |
| Sales | 32,322 | 48,909 | 59,244 | 83,079 |
| Net Income | 2,860 | 2,162 | 3,630 | 3,260 |
| Add (subtract): | ||||
| Income tax expense | 92 | 239 | 225 | 729 |
| Financing costs | 440 | 643 | 872 | 1,145 |
| Depreciation and amortization | 2,422 | 1,914 | 4,845 | 3,443 |
| (Gain) loss on foreign exchange | 2 | 2 | 12 | 10 |
| (Gain) loss on disposal of property, plant | ||||
| and equipment | (119) | (67) | (158) | (273) |
| Adjusted EBITDA | 5,697 | 4,893 | 9,426 | 8,314 |
Sales for the second quarter and six months ended March 31, 2021 were $32,322 and $59,244 versus $48,909 and $83,079 for the prior comparable periods. This represents decreases of 34% and 29% respectively. Excluding Argo, sales for the six months were $43,583 versus $66,934 for the prior comparable period. This represents a decrease of 35%. The decreases are a result of weaker demand for energy processing equipment and NGL storage and distribution equipment in Western Canada as both weak commodity pricing sustained in the first quarter of fiscal 2021 and the COVID-19 pandemic continue to have a major impact on this segment’s customers capital expenditure programs. Despite commodity pricing increasing during the second quarter ended March 31, 2021, customer demand for oil and gas processing equipment in Western Canada is still lagging.
Net income for the second quarter and six months ended March 31, 2021 were $2,860 and $3,630 versus $2,162 and $3,260 for the prior comparable periods. This represents increases of 32% and 11% respectively. The impact of the overall decrease in this segment’s sales compared to the prior periods was mitigated by significant cost control measures and government subsidies. This segment also incurred higher depreciation and amortization expense versus prior comparable periods.
Adjusted EBITDA for the second quarter and six months ended March 31, 2021 were $5,697 and $9,426 versus $4,893 and $8,314 for the prior comparable periods. This represents increases of 16% and 13% respectively, which are a result of the reasons explained above.
c) Service
| Second quarters ended | Second quarters ended | Six months ended | Six months ended | |
|---|---|---|---|---|
| March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 | ||||
| $ | $ | $ | $ | |
| Sales | 3,438 | 3,327 | 6,729 | 7,201 |
| Net income (loss) | 141 | (304) | 441 | (477) |
| Add (subtract): | ||||
| Income tax recovery | (49) | (39) | (28) | (59) |
| Financing costs | 54 | 99 | 111 | 202 |
| Depreciation and amortization | 399 | 419 | 778 | 865 |
| (Gain) loss on disposal of property, plant | ||||
| and equipment | 3 | - | 3 | 1 |
| Adjusted EBITDA | 548 | 175 | 1,305 | 532 |
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Sales for the second quarter and six months ended March 31, 2021 were $3,438 and $6,729 versus $3,327 and $7,201 for the prior comparable periods. This represents an increase of 3% and a decrease of 7% respectively. The slight increase in activity is primarily the result of government funding targeted at oil and gas well abandonment work in Western Canada. The decrease in sales for the six months ended March 31, 2021 is a result of weaker rig utilization due to a general decline in customer’s capital spending in the regions where this segment operates.
Net income for the second quarter and six months ended March 31, 2021 were $141 and $441 versus net loss of $304 and of $477 for the prior comparable periods. This represents increases of 146% and 192% respectively, and are a result of cost control measures, government subsidies and a decrease in financing costs because of the prime rate reductions in March 2020 and April 2020, offset by a reduction in sales.
Adjusted EBITDA for the second quarter and six months ended March 31, 2021 were $548 and $1,305 versus $175 and $532 for the prior comparable periods. This represents increases of 213% and 145% respectively, and are a result of the reasons explained above.
Quarterly Results
| Quarterly Results | ||
|---|---|---|
| 31‐Mar-21 | For the quarters ended 31-Dec-20 30-Sep-20 30-Jun-20 31‐Mar-20 31-Dec-19 |
30-Sep-19 30-Jun-19 |
| $ Sales 76,477 Adjusted EBITDA 17,535 Net income attributable to common shareholders 10,786 |
$ $ $ $ $ 82,340 68,231 61,019 86,751 88,252 19,088 17,448 11,854 10,853 14,577 12,017 11,173 3,882 5,323 6,461 |
$ $ 80,345 70,751 13,294 10,599 6,320 4,610 |
| Net income per share – Basic 0.58 – Diluted 0.57 |
0.65 0.60 0.21 0.28 0.36 0.64 0.59 0.20 0.28 0.35 |
0.36 0.27 0.34 0.25 |
TerraVest’s operating segments are seasonal in nature. The strongest quarters for TerraVest are its first and last quarters. The Processing Equipment and Service segments generally experience higher sales in the first and second quarters as majority of the drilling in Western Canada occurs during this period. The Fuel Containment segment generally experiences higher sales during the first and last quarters as demand for residential, commercial and industrial heating products increases heading into the winter months. The third quarter is typically the weakest across all segments. TerraVest takes advantage of this seasonality to build inventory levels during non-peak demand periods, thereby allowing TerraVest to more readily meet increased levels of demand during its regular peak demand periods.
CASH FLOW
The following table provides summary information with respect to consolidated cash flows from operating, investing and financing activities:
| Six months ended March 31, 2021 March 31, 2020 |
Six months ended March 31, 2021 March 31, 2020 |
|---|---|
| $ Cash flow from operating activities 22,300 Cash flow from (used in) investing activities 768 Cash flow used in financing activities (28,219) |
$ 31,298 (13,218) (19,380) |
| Net outflows for the period (5,151) Cash and bank overdrafts, beginning of year 26,717 Impact of foreign exchange on cash and bank overdrafts (441) |
(1,300) 9,093 471 |
| Cash and bank overdrafts,end ofperiod 21,125 |
8,264 |
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Cash Flow from Operating Activities
TerraVest generated $22,300 of cash flow from operating activities during the six months ended March 31, 2021 compared to $31,298 for the prior comparable period. The decrease is mainly attributable to increased income taxes paid and changes in non-cash working capital levels versus the prior comparable period, offset by increased net income.
Cash Flow from (used in) Investing Activities
Cash flow from (used in) investing activities during the six months ended March 31, 2021 was $768 compared to ($13,218) for the prior comparable period. The decreased use of cash is primarily attributable to the proceeds from disposal of investment in equity instrument and the acquisition of Argo in the prior comparable period, partially offset by increased capital expenditure and an investment in an associate.
Cash Flow used in Financing Activities
Cash flow used in financing activities during the six months ended March 31, 2021 was $28,219 versus $19,380 for the prior comparable period. The difference is attributable to the use of cash flow to reduce debt balances, repay lease liabilities and repurchase TerraVest’s common shares.
DIVIDENDS
During the second quarter, TerraVest has declared a dividend of $0.10 per common share payable on April 12, 2021 to shareholders of record on March 31, 2021.
Subsequent to the end of the second quarter, TerraVest declared a cash dividend of $0.10 per common share payable on July 12, 2021 to shareholders of record on June 30, 2021.
TerraVest expects to declare and pay a dividend on a quarterly basis. The dividend policy may be changed from time to time in the sole discretion of the Board of Directors. Accordingly, there can be no assurances as to the amount or timing of any dividend in the future. In assessing whether to pay a dividend and in determining the amount of the dividend, the Board of Directors will consider TerraVest’s financial condition and its then current business needs and other factors the Board of Directors may consider appropriate in the circumstances.
LIQUIDITY AND CAPITAL RESOURCES
TerraVest’s objective in managing its capital resources is to ensure that there are adequate capital resources to support the operations of its various business segments and permit opportunistic acquisitions in order to maximize the return to shareholders. Management continually assesses TerraVest’s capital needs to meet its objectives.
TerraVest’s principal sources of liquidity are cash on hand, secured credit facilities and cash flow generated by its operations throughout the year. As at March 31, 2021, TerraVest’s cash position, net of bank overdrafts, was $21,125 compared to $26,717 as at September 30, 2020. As at March 31, 2021, TerraVest’s consolidated working capital, excluding short-term revolving credit facilities, was $106,656 compared to $105,105 as at September 30, 2020. TerraVest expects to be able to fund all working capital requirements, contractual obligations and capital expenditures from a combination of cash on hand, operating cash flows and existing credit facilities.
Revolving Operating Loans
TerraVest and its subsidiaries have access to revolving operating loans. Two of the revolving operating loans are based on margin requirements. The revolving operating loans are subject to certain financial covenants which are based on the results of the individual subsidiaries in which the credit facilities are held. The availability of the revolving operating loans at any given time may have an impact on TerraVest’s liquidity and available capital resources and its ability to fund its operating and future growth plans.
As at March 31, 2021, the maximum amount available was $123,540, of which $59,480 was drawn. TerraVest was in compliance with all of its financial and non-financial covenants.
For further information on the financial and non-financial covenants, please refer to Note 8 of TerraVest’s interim condensed consolidated financial statements for the second quarter ended March 31, 2021 and Note 14 of TerraVest’s audited consolidated financial statements for the year ended September 30, 2020.
Revolving Term Loan
Certain subsidiaries of TerraVest operating in the Processing Equipment and Service segments have access to a $20,000 revolving term loan that can be used to refinance existing debt and to purchase property, plant & equipment. As at March 31, 2021, $19,522 was drawn.
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2021 Q2 ‐ MD&A
TerraVest lndustries Inc .
TerraVest was in compliance with all of its financial and non-financial covenants. For further information on the financial and non-financial covenants, please refer to Note 8 of TerraVest’s interim condensed consolidated financial statements for the second quarter ended March 31, 2021 and Note 14 of TerraVest’s audited consolidated financial statements for the year ended September 30, 2020.
Share Capital
TerraVest’s common shares are listed on the Toronto Stock Exchange under the symbol “TVK”. Changes in the common shares issued and outstanding were as follows:
| TerraVest’s common shares are listed on the Toronto Stock Exchange under the symbol “TVK”. Changes in the common shares issued and outstanding were as follows: |
TerraVest’s common shares are listed on the Toronto Stock Exchange under the symbol “TVK”. Changes in the common shares issued and outstanding were as follows: |
|---|---|
| As at March 31, 2021 Number Amount |
|
| Balance, beginning of year 18,681,250 Repurchased and cancelled (233,635) |
$ 149,284 (1,867) |
| Balance,end ofperiod 18,447,615 |
147,417 |
During the six months ended March 31, 2021, TerraVest repurchased 233,635 common shares (31,000 during the six months ended March 31, 2020) under its common shares normal course issuer bid (“NCIB”) for total consideration of $3,571 ($375 during the six months ended March 31, 2020). The difference between the amount paid for the common shares and their carrying value was recorded in share premium.
On March 17, 2021, TerraVest renewed its common shares NCIB under which it may repurchase 1,028,726 common shares. The common shares NCIB expires on March 16, 2022. The remaining number of common shares available for repurchase under the current common shares NCIB was 1,000,191 as at March 31, 2021.
Subsequent to the end of the second quarter, TerraVest repurchased 425,180 common shares under its common shares NCIB for total consideration of $7,173. The number of common shares outstanding was 18,022,435 as at May 6, 2021.
Capital Structure
The capital structure of TerraVest consists of its revolving credit facilities, long-term debt and shareholders’ equity attributable to common shareholders. The following table outlines TerraVest’s capital structure:
| As at | As at | As at | |
|---|---|---|---|
| March 31, 2021 | **September ** | 30, 2020 | |
| $ | $ | ||
| Bank overdrafts | 190 | 735 | |
| Drawn on current revolving credit facilities | 599 | 864 | |
| Available on current revolving credit facilities, net of amount drawn | 3,125 | 3,386 | |
| Drawn on long-term revolving operating loans | 58,881 | 77,457 | |
| Available on long-term revolving operating loans, net of amount drawn | 60,935 | 42,957 | |
| Long‐term debt (current and non‐current) | 24,914 | 26,194 | |
| Shareholders’ equityattributable to common shareholders | 139,449 | 125,930 | |
| 288,093 | 277,523 |
Other than the financial covenants and restrictive non-financial covenants contained in the loan agreements, TerraVest is not subject to any externally imposed capital restrictions.
The Board of Directors does not establish quantitative return on capital criteria for management. TerraVest intends to maintain a flexible capital structure that is consistent with its stated objectives and adjust it in the light of changes in economic conditions and the risk characteristics of the underlying instruments. In order to maintain or adjust its capital structure, TerraVest may, from time to time, acquire shares for cancellation in connection with an SIB or an NCIB, issue new shares, raise capital through various debt instruments or refinance current debt through instruments with different characteristics.
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2021 Q2 ‐ MD&A
TerraVest lndustries Inc .
SHARE-BASED PAYMENTS
TerraVest has a stock option plan for which options are granted to key management personnel to purchase common shares of TerraVest. Of the 1,500,000 common shares reserved for issuance, 700,500 were available for issuance under the stock option plan as at March 31, 2021. Total expense arising from the share‐based payment transactions recognized during the six months ended March 31, 2021 as compensation expense was $44 ($43 during the six months ended March 31, 2020).
The stock options outstanding and the weighted average exercise prices as at March 31, 2021, were as follows:
| Grant Date Expiry Date Exercise price |
Opening balance Settled or exercised Closing balance Vested and exercisable |
Unvested |
|---|---|---|
| Feb. 9, 2017 Feb. 9, 2022 $9.10 Mar. 9, 2017 Mar. 9, 2024 $9.10 Jan. 20,2020 Jan. 20,2027 $13.12 |
333,000 - 333,000 333,000 267,500 ‐ 267,500 267,500 100,000 ‐ 100,000 33,333 |
- - 66,667 |
| 700,500 ‐ 700,500 633,833 |
66,667 | |
| Weighted average exerciseprice | $9.67 ‐ $9.67 $9.31 |
During the six months ended March 31, 2021, no stock options were granted or forfeited.
FINANCIAL INSTRUMENTS RISK
TerraVest is exposed to various risks in relation to financial instruments. The main type of risks are market risk, credit risk and liquidity risk. An analysis of these risks as at March 31, 2021, is provided below.
Market Risk
TerraVest is exposed to market risk, through its use of financial instruments, specifically to foreign currency risk, interest rate risk and certain commodity price risk.
Foreign Currency Risk
Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the Canadian dollar. TerraVest is subject to foreign currency risk for:
-
sales and operating expenses denominated in foreign currencies made by Canadian entities; and
-
financial instruments denominated in foreign currency in Canadian entities.
TerraVest does not have a policy to hedge its foreign currency risk and manages its exposure to foreign currency risk by periodically entering into forward exchange contracts. Based on the net U.S. dollar exposure as at March 31, 2021, a one cent increase in the Canadian/U.S. dollar exchange rate would have had a favorable impact of $79 on net income ($40 for the six months ended March 31, 2020). A one cent decrease in the Canadian/U.S. dollar exchange rate would have had an impact of a similar magnitude but in opposite directions on net income.
Interest Rate Risk
TerraVest does not have a policy to hedge its interest rate risk and is exposed to interest rate risk arising from fluctuations in interest rates on revolving credit facilities and long-term debt at variable interest rates. TerraVest entered into an interest rate swap agreement to manage a portion of its exposure to interest rate risk.
For the six months ended March 31, 2021, a 1% increase in the interest rate would have had an unfavorable impact of $241 on net income ($676 for the year ended September 30, 2020), calculated using the average outstanding balances during the period on revolving credit facilities and long‐term debt at variable interest rates. A 1% decrease in the interest rate would have had an impact of a similar magnitude but in opposite directions on net income.
Commodity Price Risk
TerraVest is sensitive to changes in commodity prices for crude oil and natural gas. Fluctuations in commodity prices for crude oil and natural gas have an indirect impact on TerraVest’s portfolio businesses operating in the oil and natural gas sectors. The indirect impact is the effect that the price variations have on activity levels for customers of those portfolio businesses and, therefore, the demand for goods and services. The indirect impact is not quantifiable.
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2021 Q2 ‐ MD&A
TerraVest lndustries Inc .
Credit Risk
Credit risk is the risk that a counterparty will fail to perform its obligations to TerraVest. TerraVest’s credit risk comes mainly from accounts receivable and is mitigated through credit policies that limit transactions according to counterparties’ creditworthiness, which is assessed by considering counterparties’ financial position, past experience and other factors. In addition, a large majority of TerraVest’s clients are well established companies with a history of prompt payment. Accounts receivable amounts are presented on the consolidated statements of financial position net of the allowance for doubtful accounts. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due. The expected loss rates are based on the payment profile for sales based on historical credit losses. Trade receivables are written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with TerraVest on alternative payment arrangement, amongst other, may be considered indicators of no reasonable expectation of recovery. The credit risk on cash is considered negligible since cash is held in reputable financial institutions with high quality external credit ratings. TerraVest’s maximum exposure to credit risk is $66,576 as at March 31, 2021 ($72,062 as at September 30, 2020).
As at March 31, 2021, 93% (91% as at September 30, 2020) of TerraVest’s accounts receivable were less than 90 days past invoice date.
Liquidity Risk
TerraVest’s objective is to maintain cash and cash availability to meet its liquidity requirements. TerraVest monitors its cash and trade receivable balances as well as cash flows generated from operations to meet its financial obligations. TerraVest also has access to various authorized revolving credit facilities to manage its liquidity need. For a more detailed discussion on liquidity risk, refer to the section entitled “Liquidity and Capital Resources” in this MD&A.
SIGNIFICANT ACCOUNTING POLICIES
TerraVest prepares its financial statements in accordance with IFRS. TerraVest’s accounting policies under IFRS are disclosed in Note 2 of TerraVest’s audited consolidated financial statements for the year ended September 30, 2020.
CRITICAL ACCOUNTING ESTIMATES
The discussion and analysis of TerraVest’s financial position and results of operations are based on its interim condensed consolidated financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting . For information regarding the use of estimates and judgments please refer to Note 3 of TerraVest’s audited consolidated financial statements for the year ended September 30, 2020 and to Note 3 of TerraVest’s interim condensed consolidated financial statements for the second quarter ended March 31, 2021.
CONTROLS AND PROCEDURES
As at March 31, 2021, TerraVest’s Chief Executive Officer and Chief Financial Officer have certified that the design of the disclosure controls and procedures provides reasonable assurance that significant information relevant to TerraVest is reported to them during the preparation of disclosure documents, and that the design of the internal controls over financial reporting provides reasonable assurance regarding the reliability of the financial information and the preparation of the financial statements in accordance with IFRS. During the period covered by this report, TerraVest did not make any changes in internal controls over financial reporting that significantly affected or are reasonably likely to significantly affect TerraVest’s internal controls over financial reporting.
RELATED PARTY TRANSACTIONS
For detailed information on related party identity, relationship and transactions, please refer to Note 27 of TerraVest’s audited consolidated financial statements for the year ended September 30, 2020.
RISK FACTORS
For a detailed discussion of the risk factors related to the businesses and to the structure of TerraVest, please refer to the AIF of TerraVest under the heading “Risk Factors”, which is incorporated herein by reference.
ADDITIONAL INFORMATION
Additional information relating to TerraVest, including the AIF of TerraVest, is available on SEDAR at www.sedar.com.
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2021 Q2 ‐ MD&A
TerraVest lndustries Inc .