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ValOre Metals Corp. Interim / Quarterly Report 2021

May 6, 2021

46350_rns_2021-05-06_51a2dcfc-dca4-4b99-954e-249da733c5f9.pdf

Interim / Quarterly Report

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Consolidated Financial Statements Q1 2021

Since 1964, Tree Island Steel has been making products from steel wire for a diverse range of customers for industrial, construction, agricultural, and specialty applications.

Our products include welded wire mesh, fencing, galvanized wire, bright wire, a broad array of fasteners, stucco reinforcing products, and other fabricated wire products. We market these products under the Tree Island®, Halsteel®, True Spec®, K-Lath®, TI Wire®, Tough Strand® and ToughPanel® brand names.

Listed on the Toronto Stock Exchange (“TSX”), our shares trade under the symbol TSL.

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ……………………………………. 3 SHAREHOLDER INFORMATION …………………………………………………………………………………………………… back cover

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Agricultural Fencing Products

Tree Island Steel Q1 2021

2

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102 “Continuous Disclosure Obligation”, Part 4, Subsection 4.3(3a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying interim condensed consolidated financial statements of Tree Island Steel have been prepared by and are the responsibility of Tree Island Steel’s management.

Tree Island Steel’s independent auditor, KPMG LLP, has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

May 6, 2021

3

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

($'000 unless otherwise stated)
Cash
Accounts receivable
Inventory
Prepaid expenses
As at December 31,
As at March 31,
Notes
2021
2020
5
6
2,929
1,245
32,035
24,819
48,695
46,808
3,879
3,209
Current assets
Property, plant and equipment
Right of use assets
Other non-current assets
7
8.1
25,155
25,982
1,203
1,419
87,538
76,081
42,321
43,067
Total assets 156,217
146,549
Accounts payable and accrued liabilities
Income taxes payable
Other current liabilities
Dividends payable
Current portion of long-term borrowing
Currentportion of ROU lease liability
9.2
8.2
854
570
2,807
2,825
1,629
1,599
17,652
17,770
1,524
1,383
89
97
Current liabilities
Senior revolving facility
Senior term loans
ROU Lease liabilities
Other non-current liabilities
Deferred Income tax liabilities
9.1
9.2
8.2
543
491
3,581
3,583
12,415
13,215
27,841
28,549
24,555
24,244
30,734
25,398
Total liabilities
Shareholders’ equity
56,548
51,069
99,669
95,480
Total liabilities and shareholders’ equity 156,217
146,549

See accompanying Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Approved on behalf of Tree Island Steel.

[Signed] "Amar S. Doman" Executive Chairman of the Board of Director

Tree Island Steel Q1 2021

4

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENT OF OPERATIONS
($'000 unless otherwise stated)
Sales
Cost of sales
Depreciation
Three Months
Ended March 31,
Notes
2021
2020
5, 12.1, 19.1
6
(52,748)
(49,835)
(1,467)
(1,544)
66,842
57,993
Gross profit
Selling, general and administrative expenses
12,627
6,614
(3,327)
(3,858)
Operating income
Foreign exchange gain (Ioss)
Financingexpenses
10
(566)
(951)
9,300
2,756
(113)
730
Income before income taxes
Income tax expense
13
8,621
2,535
(2,157)
(706)
Net income 6,464
1,829
Net income per share
17
Dividends per share
Weighted average number of shares
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
($'000 unless otherwise stated)
Net income for the period
Unrealizedgain(loss)on foreign exchange translation
8
(210)
2021
2020
6,464
28,816,136
29,151,278
Three Months
Ended March 31,
0.22
0.06
0.03
0.02
1,829
Comprehensive income
6,472
1,619

See accompanying Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Tree Island Steel Q1 2021

5

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

($'000 unless otherwise stated)
Balance as at December 31, 2020
Repurchase of shares
Net income
Dividends
Other comprehensive income(loss)
Accumulated
Other
Shareholders'
Comprehensive
Capital(Note 11)
Loss
Total
Earnings
Retained
-
8
8
-
-
6,464
-
(854)
223,363
51,069
(139)
(139)
(2,568)
-
-
-
(854)
6,464
-
(169,726)
Balance as at March 31,2021 223,224
56,548
(2,560)
(164,116)
Balance as at December 31, 2019
Repurchase of shares
Net income
Dividends
Other comprehensive income(loss)
-
(210)
(210)
-
1,829
-
(576)
-
-
-
223,994
48,653
(48)
(48)
(2,775)
-
(576)
1,829
-
(172,566)
Balance as at March 31,2020 223,946
49,648
(2,985)
(171,313)

See accompanying Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Tree Island Steel Q1 2021

6

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

CONSOLIDATED STATEMENT OF CASH FLOWS

($'000 unless otherwise stated)
Net income
Depreciation
Net financing costs
Deferred income tax expense (recovery)
Exchange revaluation of foreign denominated debt
Working capital adjustments
Accounts receivable
Inventories
Accounts payable and accrued liabilities
Prepaid expenses
Income and other taxes
Other
Three Months Ended
March 31,
2021
2020
(91)
(454)
(174)
140
252
(120)
(1,887)
1,889
(86)
9,246
(113)
838
(8,075)
566
954
(2)
454
(7,216)
6,464
1,467
1,544
1,829
Net cashprovided by (used in)operatingactivities (1,212)
8,637
Government rebates
Purchase ofproperty,plant and equipment
-
650
(277)
(2,019)
Net cash used in investingactivities (277)
(1,369)
Term loans payments
Long-term debt payments
Lease interest paid
Lease principal payments
Other interest paid
Increase (repayment) of senior revolving facility
Dividend paid
Repurchase of common shares
(139)
(48)
5,550
(986)
(570)
(576)
(252)
(475)
(393)
(431)
-
(295)
(312)
(346)
(705)
(496)
Net cashprovided by (used in)financingactivities 3,179
(3,653)
Effect of exchange rate change on cash (6)
46
Increase in cash
Cash - beginningofperiod
907
1,684
1,245
3,661
Cash - end ofperiod 4,568
2,929

See accompanying Notes to the Interim Unaudited Condensed Consolidated Financial Statements

Tree Island Steel Q1 2021

7

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

1 NATURE OF BUSINESS

These interim unaudited condensed consolidated financial statements of Tree Island Steel (”Tree Island” or the “Company”) for the three months ended March 31, 2021 and 2020 were authorized for issue in accordance with a resolution of the Board of Directors on May 6, 2021. The Company is headquartered at 3933 Boundary Road, Richmond, British Columbia, Canada and the Shares are publicly traded on the Toronto Stock Exchange (“TSX”) under the symbol TSL. Tree Island Steel owns 100% of the shares of Tree Island Industries (“TI Canada”) (collectively “Tree Island”). TI Canada supplies a diverse range of steel wire and fabricated steel wire products to customers in Canada, the United States, and internationally.

2 BASIS OF PREPARATION

2.1 BASIS OF PREPARATION

The interim unaudited condensed consolidated financial statements as at and for the three months ended March 31, 2021 have been prepared in accordance with International Accounting Standard (“IAS” 34, “Interim Financial Reporting”). They should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2020 and do not include all information required for the full annual financial statements. Certain comparative information has been reclassified to conform to the presentation adopted during the period.

These interim unaudited condensed consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments categorized as fair value through profit or loss. In addition, these interim unaudited condensed consolidated financial statements have been prepared using the accrual basis of accounting.

2.2 FUNCTIONAL CURRENCY AND PRESENTATION CURRENCY

The functional and presentation currency of the Company is the Canadian dollar. All currency amounts have been rounded to the nearest thousand, except as otherwise indicated.

3 SIGNIFICANT ACCOUNTING POLICIES, CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The accounting policies, methods of application and critical judgements and estimates used in the preparation of these interim unaudited condensed consolidated financial statements are consistent with those disclosed in the annual consolidated financial statements as at December 31, 2020.

4 FUTURE IFRS STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE

Tree Island prepares its interim unaudited condensed consolidated financial statements in accordance with IFRS standards. At this time, new standards, interpretations or amendments to existing accounting standards are either not applicable or not expected to have a significant impact on Tree Island’s interim unaudited condensed consolidated financial statements.

8

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

5 REVENUE AND ACCOUNTS RECEIVABLE

Revenue is net of cost of freight associated with those sales to customers where the Company arranges the freight. For the three months ended March 31, 2021, this cost of freight amounts to $4.4 million ($3.4 million in 2020).

Below is the composition and aging of Tree Island’s accounts receivable:

As at December 31,
As at March 31,
Current
Over 30 dayspast due
2020
2021
31,411
22,386
989
2,764
Total accounts receivable
Allowance for doubtful accounts
32,400
25,150
(365)
(331)
Net accounts receivable 32,035
24,819

Accounts receivable are non-interest bearing and are generally due on 30-day to 90-day terms. The credit risk that Tree Island was exposed to by way of its accounts receivable is equal to the net amount of $32.0 million as at March 31, 2021 ( $24.8 million as at December 31, 2020).

At the end of each reporting period a review of the allowance for bad and doubtful accounts is performed. It is an assessment of the expected credit loss associated with trade accounts receivable after the consolidated statement of financial position date. The assessment is made by reference to age, status and risk of each receivable, current economic conditions and historical information. The trade accounts receivable balance is reduced through the use of the allowance for doubtful accounts and the amount of the loss is recognized in the consolidated statement of operations. Reversals to the allowance for doubtful accounts occur when previously allowed for trade accounts receivable are collected. Individual trade accounts receivable, together with any associated allowance previously recognized, are written off when there is no realistic prospect of future recovery. Accounts receivable with related parties are discussed in Note 12.1.

The following table represents a summary of the movement of the allowance for doubtful accounts:

As at December 31,
As at March 31,
Opening balance - beginning of period
Additions during the period
Reversals during the period
Collections
Write-offs during the period
Foreign exchange revaluation
2020
2021
580
103
169
-
(20)
(69)
(36)
-
4
331
-
(366)
Closingbalance - end ofperiod 365
331

See Note 15.1 on credit risk of trade receivables to understand how credit quality of accounts receivable that are neither past due nor impaired are managed and measured.

9

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

6 INVENTORIES

Tree Island had the following categories of inventory:

As at March 31,
As at December 31,
Raw materials
Finished and semi-finished products
Consumable supplies and spareparts
2021
2020
11,553
20,465
17,299
11,530
19,866
14,790
Total inventory 46,808
48,695

For the three month period ended March 31, 2021 and 2020, Tree Island recognized, in income, inventory costs for the following:

Three Months Ended
Opening inventory
Material costs
Conversion costs
Closinginventory
March 31,
2020
2021
(48,695)
(53,182)
46,808
40,199
14,436
13,302
55,035
34,680
Cost of sales 49,835
52,748

The reserves for slow moving inventory as at March 31, 2021 were $1.3 million ($1.4 million at March 31, 2020).

10

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

7 PROPERTY, PLANT AND EQUIPMENT

The carrying value of property, plant and equipment is reviewed each reporting period. For the purposes of testing for impairment, or the reversal of impairment, assets are grouped and tested at the Cash Generating Unit level. Tree Island considers both qualitative and quantitative factors when determining whether an asset may be impaired, or when a reversal of impairment is required. Where the carrying value of the assets is not expected to be recoverable from future cash flows, they are written down to their recoverable amount. Tree Island has noted no indicators of impairment for this reporting period.

From time to time the Company makes investments to update, replace or make additions to existing capital assets, which includes, but is not limited to, the buildings occupied and capital equipment. These investments are part of the normal course of business activity.

The net book value of the Company’s property, plant and equipment is detailed below:

Land &
Building &
Machinery &
Capital in
Cost
As at December 31, 2019
Additions
Disposals
Foreign exchange translation
Improvement
Improvement
Equipment
Progress
Total
(39)
(194)
(278)
13
(498)
-
-
(109)
-
(109)
9,765
46,702
41,267
1,494
99,228
23
451
2,148
(763)
1,859
As at December 31, 2020
Additions
Disposals
Foreign exchange translation
(26)
(118)
(175)
(26)
(345)
-
-
-
334
334
-
-
-
-
-
9,749
46,959
43,028
744
100,480
As at March 31,2021 9,723
46,841
42,853
1,052
100,469
Depreciation and impairment
As at December 31, 2019
Depreciation for the period
Disposals
Foreign exchange translation
(2)
(130)
-
-
-
(108)
-
(108)
(141)
(273)
55
34,930
19,263
-
54,248
17
1,394
2,135
-
3,546
As at December 31, 2020
Depreciation for the period
Disposals
Foreign exchange translation
(1)
(71)
(72)
-
(144)
4
349
526
-
879
-
-
-
-
-
70
36,194
-
57,413
21,149
As at March 31,2021 73
36,472
21,603
-
58,148
Net book value as at:
December 31, 2020
March 31, 2021
9,679
10,765
21,879
744
9,650
10,369
21,250
1,052
42,321
43,067

11

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 and 2020

8 LEASES

Below is a table of the carrying amounts of Tree Island’s right-of-use assets and lease liabilities and the related movements during the year:

8.1 RIGHT OF USE ASSETS

Machinery &
Total right-of-use
Cost
As at December 31, 2019
Additions
Disposals
Foreign exchange translation
Land & buildings
equipment
assets
35,302
-
149
149
(467)
(24)
(491)
(885)
(403)
(1,288)
2,477
32,825
As at December 31, 2020
Additions
Disposals
Foreign exchange translation
-
-
-
(285)
(9)
(294)
31,473
2,199
33,672
-
-
-
As at March 31,2021 31,188
2,190
33,378
Depreciation and impairment
As at December 31, 2019
Depreciation for period
Disposals
Foreign exchange translation
(5,609)
(993)
(6,602)
(2,033)
(457)
(2,490)
880
393
1,273
109
20
129
As at December 31, 2020
Depreciation for period
Disposals
Foreign exchange translation
47
6
53
(482)
(105)
(587)
-
-
-
(6,653)
(1,037)
(7,690)
As at March 31,2021 (7,088)
(1,136)
(8,224)
Carryingvalue as at:
December 31, 2020
March 31, 2021
24,820
1,162
24,100
1,054
25,982
25,154

12

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

8.2 LEASE LIABILITY

Machinery &
Total lease
Lease liability
As at December 31, 2019
New contracts and renewals
Contract Disposal
Interest adjustment
Interest expense
Payment of lease liability
Foreign exchange translation
Land & buildings
equipment
liability
30,614
1,471
32,085
-
143
143
-
(9)
(9)
(10)
-
(10)
(2,463)
(488)
54
1,344
1,290
(2,951)
(456)
2
(454)
Lease liability as at December 31, 2020
Interest expense
Payment of lease liability
Foreign exchange translation
(280)
(5)
(285)
301
11
312
(593)
(112)
(705)
28,975
1,173
30,148
Lease liability as at March 31, 2021
Less: currentportion
28,403
1,067
29,470
(1,245)
(384)
(1,629)
Total as at March 31,2021
27,158
683
27,841
9
SENIOR CREDIT FACILITY

The Company has a senior banking facility with Wells Fargo Capital Finance Corporation Canada (“Wells Fargo”). The five-year senior secured committed banking facility (the “Senior Credit Facility”) which matures in June of 2023, may be used for Tree Island’s financing requirements in Canadian and/or U.S. dollars, and

  • $60 million of Senior Revolving Credit facility; and

  • $20 million of Senior Term facility.

9.1 SENIOR REVOLVING CREDIT FACILITY

The amount advanced under the Senior Credit Facility at any time is limited to a defined percentage of inventories, accounts receivable, machinery and equipment, and real estate, less certain reserves. The Senior Credit Facility is secured by a first charge over Tree Island’s assets supported by the appropriate guarantees, pledges and assignments, and requires that certain covenants be met by Tree Island.

The Senior Credit Facility includes a $10.0 million Letter of Credit sub-facility which enables TI Canada and TI USA to open documentary and standby letters of credit for raw material purchases. There was a $163 thousand Letter of Credit outstanding as at March 31, 2021.

The amount available under the revolving portion of the Senior Credit Facility is limited to the amount of the calculated borrowing base as prescribed in the Senior Credit Facility, less issued Letters of Credit.

Interest payable on funds borrowed in Canadian or U.S. currency is at variable rates.

13

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

The following amounts are outstanding under the Senior Revolving Credit portion of the Senior Credit Facility:

As at December 31,
As at March 31,
Revolving portion of the senior credit facility
Deferred financingcosts
2020
2021
30,734
25,398
(53)
(56)
Total 30,681
25,342

Deferred financing costs are included in other non-current assets on the consolidated statement of financial position.

The Senior Credit Facility has financial tests and other covenants with which the Company and its subsidiaries must comply, the primary one being that a certain amount of credit availability be maintained. Only if the availability test falls below a certain threshold then other covenants, which include a rolling four quarters defined fixed charge coverage ratio of 1:1, are tested. As well, the Senior Credit Facility contains restrictive covenants that limit the discretion of the Company’s management with respect to certain business matters. These covenants place restrictions on, among other things, the ability of the Company’s operating subsidiaries to incur additional indebtedness, to create liens or other encumbrances, to pay dividends or make certain other payments, investments, loans and guarantees and to sell or otherwise dispose of assets and merge or consolidate with another entity.

9.2 SENIOR TERM FACILITY

Under the terms of the Senior Credit Facility, the Company has designated portions up to a total of $20 million denominated in either Canadian or U.S. dollars.

The following amounts are outstanding under the Senior Term Facility:

As at December 31,
As at March 31,
Senior term loans - beginning of period
Advances
Foreign exchange revaluation
Payments
2020
2021
(705)
(2,124)
16,040
11,194
-
7,242
(113)
(272)
Senior term loans - end of period
Less: currentportion
15,222
16,040
(2,807)
(2,825)
Total 12,415
13,215

14

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

10 FINANCING EXPENSES

Three Months Ended
March 31,
Notes
2021
2020
Accretion on long term debt
Interest on senior revolving credit facility
Interest on senior tem facility
9.1
9.2
-
164
119
287
74
89
Interest on lease liability
Other interest and financing costs
Amortization of deferred financingcosts
3
8
312
342
58
61
Total 566
951
11
SHAREHOLDERS' CAPITAL

Tree Island is authorized to issue an unlimited number of shares. The Shares have no par value.

Shares
Gross
Issuance Cost
Net
Shareholders' capital - December 31, 2019
Repurchase of common shares
(328,123)
(631)
-
(631)
28,831,637
235,394
11,400
223,994
Shareholders' capital - December 31, 2020
Repurchase of common shares
(51,737)
(139)
-
(139)
28,503,514
234,763
11,400
223,363
Shareholders' capital - March 31,2021 28,451,777
234,624
11,400
223,224

The Company has an ongoing normal course issuer bid (the “Bid”). The current Bid is effective November 9, 2020 to November 8, 2021. The Bid allows the Company to purchase up to 1,427,000 Shares in the period. Tree Island has no obligation to purchase any Shares under the Bid.

For the period January 1, 2021 to March 31, 2021 the Company purchased 51,737 Shares under the Bid at a total cost of $139 thousand (at an average price of $2.69 per Share).

15

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

12 RELATED PARTY TRANSACTIONS

12.1 TRANSACTIONS WITH ASSOCIATED COMPANIES

The Futura Corporation (“Futura”) is considered to be a related party to the Company because of its share ownership interest and the fact that Mr. Doman, the sole shareholder and president of Futura, and Mr. Rosenfeld, the Executive Vice President of Futura, sit on the Board of Directors.

Based on Tree Island Steel’s outstanding Shares as at May 7, 2020, Futura owns 34.3% of the fully diluted Shares of the Company.

In addition, Mr. Doman is Chairman and CEO of CanWel Building Materials Group Ltd. (“CanWel”). For the three month ended March 31, 2021, Tree Island sold, net of rebates, approximately $0.9 million ($0.7 million in 2020) of goods to CanWel and trade accounts receivable owing from CanWel as at March 31, 2021 is approximately $0.3 million (approximately $0.2 million in 2020). Outstanding trade accounts receivable from CanWel at period end are unsecured, interest free and settlement occurs in cash (Note 5).

12.2 TRANSACTION WITH KEY MANAGEMENT PERSONNEL

Included in the definition of key management for purposes of disclosure of related party transactions are members of Board of Directors and officers of Tree Island Steel. Amounts for key management personnel for the three months ended March 31, 2021 was approximately $0.3 million ($0.3 million approximately in 2020) which includes wages, salaries and retirement contributions, paid annual and sick leave, vehicle costs and also includes directors’ fees paid to members of the Board.

13 INCOME TAXES

The income tax recovery (expense) is divided between current and deferred taxes as follows:

Three Months Ended
Current tax expense
Deferred tax recovery (expense)
2021
2020
March 31,
2
(454)
(2,159)
(252)
Total in the Consolidated Statement of Operations (2,157)
(706)

16

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

14 FINANCIAL INSTRUMENTS

14.1 FAIR VALUE OF FINANCIAL INSTRUMENTS

Tree Island records certain of its financial instruments at fair value using various techniques. These include estimates of fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as discounted cash flow analysis and option pricing models, using, to the extent possible, observable market-based inputs.

The fair values of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

  • Cash, accounts receivable and accounts payable and accrued liabilities approximate their carrying amounts largely due to the short-term nature of these instruments and interest rates being variable for the senior credit facility;

  • Fair value on amounts under the Company's Senior Term Facility are based on estimated market interest rate on similar borrowings. The carrying value approximates fair value as the interest rates approximate market. A 1% change in the market interest rate would change the fair value of Senior Term Facility by $0.3 million.

  • Fair value of the forward exchange forward contracts is estimated using observable foreign exchange spot and forward rates. The Company does not consider interest rates or the credit quality of counterparties as significant inputs to the valuation; and

  • Fair value on the Company's lease liabilities are based on estimated market interest rate on similar borrowings. The carrying value of the lease liabilities approximates fair value as the interest rates approximate market.

approximate market.
As at March 31, As at December 31,
Cash and cash equivalent
Accounts receivable
2021 2020
32,035
2,929
Carrying
Amount
32,035
2,929
Fair
Value
24,819
Carrying
Amount
1,245
Fair
Value
24,819
1,245
Total financial assets 34,964 34,964 26,064 26,064
Senior revolving facility
Accounts payable, accrued and other current liabilities
Senior term loans
Lease Liabilities
29,470
15,222
17,652
30,734
29,470
15,222
17,652
30,734
30,148
16,040
17,770
25,398
30,148
16,040
17,770
25,398
Total financial liabilities 93,078 93,078 89,356 89,356

17

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

14.2 FAIR VALUE HIERARCHY

The financial instruments have been categorized on a fair value hierarchy based on whether the inputs to those valuation techniques are observable (inputs reflect market data obtained from independent sources) or unobservable (inputs reflect the Company’s market assumptions).

The three levels of fair value estimation are:

  • Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

  • Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

  • Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

15 RISK EXPOSURE AND MANAGEMENT

Tree Island is exposed to various risks associated with its financial instruments. These risks are categorized as credit risk, liquidity risk and market risk.

15.1 CREDIT RISK

Credit risk consists of credit losses arising in the event of non-payment of accounts receivable of customer accounts. However, the credit risk is minimized through selling to well-established customers of high-credit quality. The credit worthiness of customers is assessed using credit scores supplied by a third party and through direct monitoring of their financial well-being on a continual basis. Management establishes guidelines for customer credit and appropriate precautions are taken to manage credit risk. Provisions for potential credit losses (allowance for doubtful accounts) are maintained and any such losses to date have been within management’s expectations.

15.2 LIQUIDITY RISK

Liquidity arises from our financial obligations and in the management of our assets, liabilities and capital structure. This risk is managed by regular evaluation of our liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner.

The main factors that affect liquidity include realized sales prices, production levels, cash production costs, working capital requirements, future capital expenditure requirements, scheduled payments on financial liabilities and lease obligations, credit capacity and expected future debt and equity capital market conditions.

Liquidity requirements are met through a variety of sources including cash balances on hand, cash generated from operations, existing credit facilities, and debt and equity capital markets. Management monitors and manages liquidity risk by preparing annual budgets, monthly projections to the end of the fiscal year and regular monitoring of financial liabilities against the constraints of the available revolving credit facilities.

18

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

The table below summarizes the future undiscounted contractual cash flow requirements for financial liabilities (including scheduled interest payments on interest bearing liabilities) as at March 31, 2021 and December 31, 2020:

December 31, 2020: December 31, 2020:
Carrying
Contractual
Less
1 - 2
Greater
Amount
Cash Flow
Than 1
Years
Than 2
As at March 31, 2021
Senior revolving facility
Accounts payable, accrued and other liabilities
Senior term loans (principal)
Senior term loans (interest)
Lease liability
29,470
43,562
2,832
2,778
37,952
15,222
15,222
2,807
5,614
6,801
-
1,195
308
252
635
30,734
30,734
-
-
30,734
17,741
17,741
17,741
-
-
93,167
108,454
23,688
8,644
76,122
As at December 31, 2020
Senior revolving facility
Accounts payable, accrued and other liabilities
Senior term loans (principal)
Senior term loans (interest)
Lease liability
-
1,216
408
322
486
25,398
25,398
-
-
25,398
17,867
17,867
17,867
-
-
16,040
14,708
2,825
5,650
6,233
2,888
39,000
30,148
44,725
2,837
23,937
8,860
71,117
89,453
103,914
15.3
FOREIGN CURRENCY RISK

Tree Island’s U.S. dollar-denominated cash, accounts receivable, accounts payable and accrued liabilities, and Senior Credit Facility are exposed to foreign currency exchange rate risk because the value of these financial instruments will fluctuate with changes in the U.S./Canadian dollar exchange rate. The Company may enter into U.S. dollar currency forward contracts for periods consistent with a portion of U.S. dollar currency transaction exposures, generally from one to three months. These are not designated as cash flow, fair value or net investment hedges. As of March 31, 2021, the Company had no outstanding U.S. dollar currency forward contracts.

For the three months ended March 31, 2021, a $0.01 change in the Canadian dollar to U.S. dollar exchange rate will increase (decrease) net comprehensive income by $0.2 million.

19

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

15.4 INTEREST RATE RISK

Tree Island is exposed to interest rate risk on its Senior Credit Facility. Interest payable on the funds advanced under the Senior Credit Facility are based on variable rates.

A one percent increase in the interest rates charged on the Senior Credit Facility would increase financing expenses by $0.3 million annually. Tree Island does not use derivative instruments to manage the interest rate risk.

15.5 RAW MATERIAL PRICE RISK

Tree Island is exposed to changes in the price of the materials used in its production process and, from time to time, enters into forward contracts to purchase a portion of the zinc used. These are not designated as cash flow or fair value hedges. As at March 31, 2021 the Company had no outstanding zinc forward contracts.

16 MANAGEMENT OF CAPITAL

The Company’s objectives when managing its capital are:

  • To maintain a capital base so as to preserve and enhance investor, creditor, and market confidence and to sustain viability and future development of the business; and

  • To manage capital in a manner that will comply with the financial covenants on the Senior Credit Facility and Senior Term Loan agreements as described further in Notes 9.1 and 9.2.

The Company manages the capital structure in accordance with these objectives, with considerations given to changes in economic conditions and the risk characteristics of the underlying assets in particular, by closely monitoring cash flows and compliance with external debt covenants. The table below is what management considers capital:

As at December 31,
As at March 31,
Total shareholders' equity
Senior revolving facility
Lease liabilities
Senior term loans
2021
2020
51,069
30,734
56,548
16,040
15,222
30,148
25,398
29,470
Total capital 131,974
122,655

20

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

17 NET INCOME PER SHARE

Basic earnings per Share amount is calculated by dividing net income for the year by the weighted average number of Shares outstanding during the year.

Diluted earnings per Share amount is calculated by dividing the net income for the year by the weighted average number of Shares outstanding during the year plus the weighted average number of Shares that would be issued on conversion of all the dilutive potential units into Shares. As at March 31, 2021 the Company does not have any instruments issued that could be dilutive.

The following reflects the income and Share data used in the earnings per Share computations:

Three Months
Ended March 31,
2021
2020
Net income for the period 6,464
1,829
Weighted average number of Shares
outstanding:
28,816,136
29,151,278
Net incomeper share($/share) 0.22
0.06

18 PROVISIONS AND COMMITMENTS

18.1 LITIGATION AND CLAIMS

From time to time Tree Island is party to certain legal actions, claims and tax audits. In the period there are no known claims which individually, or in the aggregate, are expected to have a material adverse effect on its financial position, consolidated statement of operations or cash flows. As more information becomes known with respect to any claims, actions or tax audits, the Company then establishes provisions in the period. The Company received a proposal letter from the Canada Revenue Agency (“CRA”) wherein the CRA stated that it proposed to disallow certain intercompany bad debt and capital losses for the year ended December 31, 2015. A Notice of Reassessment has not been issued. The Company disagrees with the CRA’s position and believes that no provisions are necessary with respect to this matter at this time.

18.2 PURCHASE COMMITMENTS

As at March 31, 2021, Tree Island’s wholly owned subsidiaries have committed to material purchases (including finished goods) totaling $44.0 million ($34.5 million - March 31, 2020).

21

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 and 2020

19 SEGMENTED INFORMATION

19.1 MARKET SEGMENTS

Revenues for each group for the three months ended March 31, 2021 and 2020 were as follows:

Three Months
Ended March 31,
Industrial
Commercial
Agricultural
Residential
2021
2020
17,509
15,149
22,429
19,210
12,829
13,289
14,075
10,345
Total revenue 66,842
57,993

Tree Island operates primarily within one industry, the steel wire products industry, with no separately reportable operating segments. Tree Island groups its products into the following: Industrial, Commercial, Agricultural and Residential Construction. No one customer is more than 10% of total revenue.

19.2 GEOGRAPHIC SEGMENTS

The products are sold primarily to customers in the United States and Canada and are attributed to geographic areas based on the location of customers:

Three Months
Ended March 31,
United States
Canada
International
2021
2020
1,199
2,380
22,995
21,230
42,648
34,383
Total revenue 66,842
57,993

Non-current assets for this purpose consist of property, plant and equipment, right-of-use assets and other non-current assets. These assets are attributed to geographic areas based on the locations of the subsidiary Company owning the assets.

As at March 31,
As at December 31,
2021
2020
United States
Canada
35,184
36,380
34,088
33,495
Total non-current assets 68,679
70,468

22

Executive Officers:

SHAREHOLDER INFORMATION

INFORMATION Remy Stachowiak President, TREE ISLAND STEEL Chief Operating Officer

Nancy Davies Chief Financial Officer and Vice President, Finance

Board of Directors:

Amar S. Doman – Executive Chairman of the Board

Peter Bull Harry Rosenfeld Sam Fleiser Theodore A. Leja Joe Downes

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Shares:

Market Information

Tree Island Steel is listed on the Toronto Stock Exchange trading symbol: TSL.

Registrar and Transfer Agent

Computershare Investor Services Inc.

Corporate Head Office:

3933 Boundary Road Richmond, B.C. Canada, V6V 1T8

Website:

www.treeisland.com

Investor Relations :

Ali Mahdavi Investor Relations (416)‐962‐3300 or amahdavi@treeisla nd.com

Auditors:

KPMG LLP Vancouver, B.C.