Scully Royalty .(SRL) - 2020 Q4 - Annual Report

Shareholder Letter and Corporate Update The company filed Form 20-F, detailing a strategic pivot to its Scully iron ore royalty, new dividend policies, discontinued operations for other segments, and a leadership transition Update on the Scully Mine The company's primary asset, the Scully iron ore mine royalty, is performing well with rising iron ore prices and significant production ramp-up from 2019 to 2020 - The company holds a royalty interest in the Scully iron ore mine, with rates of 7.0% on iron ore shipped from the mine and 4.2% on iron ore from tailings, with a minimum annual payment of C$3.25 million[6] - The Scully mine produces a premium high-grade iron ore with over 65% Fe content, which typically sells at a premium to the 62% Fe benchmark. In 2020, this premium was approximately 12% (US$13)[8] Scully Mine Iron Ore Shipments (in thousands of tonnes) | Year | H1 | H2 | Full Year | | :--- | :--- | :--- | :--- | | 2019 | - | 954,579 | 954,579 | | 2020 | 1,459,162 | 1,539,492 | 2,998,654 | Key Financial Metrics as of Dec 31, 2020 (Values in C$ thousands unless otherwise specified) | Metric | Value | | :--- | :--- | | Current assets | C$ 129,211 | | Non-current assets | C$ 379,914 | | Current liabilities | C$ 16,137 | | Non-current liabilities | C$ 124,264 | | Shareholders' equity | C$ 361,544 | | Shares outstanding | 12,555 | | Book value per share | C$ 28.80 (US$ 22.62) | | Market price per share (Apr 27, 2021) | US$ 9.35 | | Price / Book | 41.34% | Shareholder Value Enhancement Initiatives To boost shareholder value, the company implemented a new cash dividend policy and approved two stock dividends for 2021 to enhance share liquidity - The company has approved a new cash dividend policy to maximize shareholder returns, with the first dividend payment expected in the second half of 2021, subject to Board approval[11][12] - To improve share liquidity, the company will issue two stock dividends in 2021: a 9% dividend on May 31, 2021, and an 8% dividend on November 30, 2021[14][15] - The company believes its complex group structure and diverse assets contribute to a significant discount between its market price and net book value, which the new strategic focus and liquidity measures aim to address[13] Discontinued Operations The company will classify its Industrial and Merchant Banking segments as discontinued operations in 2021, aligning with its new core focus on the royalty asset - The Industrial and Merchant Banking operating segments will be classified as discontinued operations in the 2021 financial statements to support the company's core focus on its royalty interest[16] Segment Financial Data as of December 31, 2020 (In C$ thousands) | Segment | Assets | Liabilities | Equity | Revenue | Income (loss) before taxes | | :--- | :--- | :--- | :--- | :--- | :--- | | Royalty | 226,645 | 53,519 | 173,126 | 31,360 | 25,293 | | Industrial | 153,240 | 43,418 | 109,822 | 17,666 | (1,229) | | Merchant Banking | 107,440 | 49,844 | 57,596 | 10,406 | 832 | | All Other | 21,800 | 800 | 21,000 | 0 | (13,717) | | Consolidated | 509,125 | 147,581 | 361,544 | 59,432 | 11,179 | - The Industrial segment, with a book value of C$109.8 million, includes global resource and service projects. The Merchant Banking segment, with a book value of C$57.6 million, comprises a licensed bank in Europe and industrial real estate[19][20][21] Corporate Governance and Other Updates The company is involved in a legal dispute, announced a leadership transition with Samuel Morrow as CEO, and plans to amend its Equity Incentive Plan - The company is in a legal dispute over an alleged guarantee of approximately EUR 43 million. The company disputes its validity and has filed a counterclaim, not expecting a material financial impact[22][23] - Samuel Morrow has been appointed President and Chief Executive Officer, replacing Michael Smith, who will continue as Executive Chairman[24] - The company plans to amend its 2017 Equity Incentive Plan to increase the total shares available for issuance by 1,326,591, pending shareholder approval at the 2021 annual meeting[26] PART I This section provides comprehensive information on the company's key financial data, risk factors, business overview, operational reviews, management, and major shareholders Item 3: Key Information This section presents selected consolidated financial data and outlines significant investment risks, including financial fluctuations, economic dependence, and third-party reliance A. Selected Financial Data (In C$ thousands, except per share amounts) | Year | Revenue | Net income (loss) attributable to owners | Basic EPS | Total assets | Shareholders' equity | | :--- | :--- | :--- | :--- | :--- | :--- | | 2020 | 59,432 | 369 | 0.03 | 509,125 | 361,544 | | 2019 | 113,267 | (18,553) | (1.48) | 503,349 | 353,612 | | 2018 | 139,751 | 112,276 | 8.96 | 506,913 | 386,376 | | 2017 | 274,035 | (47,855) | (3.81) | 396,947 | 277,780 | | 2016 | 1,131,657 | (25,361) | (2.01) | 650,338 | 327,520 | D. Risk Factors - The company's financial results are expected to fluctuate significantly due to the uncertain timing of transaction completions in its merchant banking segment and the realization of value from its proprietary investments[49] - A single customer in the Royalty segment, located in Canada, accounted for approximately 53% of the company's revenue in 2020, indicating significant customer concentration risk[61] - The operation of the iron ore mine underlying the company's primary royalty interest is controlled by a third-party operator, and the company has no decision-making power and limited access to technical or geological data[64][65] - The company's banking subsidiary, Merkanti Bank Limited, is subject to extensive European regulations which could increase costs, limit business opportunities, and adversely affect operations[75][76] - As a Cayman Islands incorporated entity, investors may face difficulties in protecting their interests and rights through United States courts, as Cayman Islands corporate law is not as developed as in some U.S. jurisdictions[115][116] Item 4: Information on the Company This section details the company's history, corporate structure, and business operations, focusing on the Scully iron ore mine royalty and the discontinuation of other segments A. History and Development of the Company - The company was incorporated in the Cayman Islands on June 5, 2017, and changed its name from MFC Bancorp Ltd. to Scully Royalty Ltd. on June 3, 2019[119] - The company operates as an international merchant bank providing financial services, with a specialization in markets not adequately served by traditional sources and an emphasis on small and medium-sized enterprises[120] B. Business Overview - Royalty revenues from the Scully iron ore mine increased substantially to $31.4 million in 2020 from $5.7 million in 2019 due to the ramp-up of operations[124] - The company's operations are categorized into three segments: Royalty (iron ore royalty interest), Industrial (resources and services), and Merchant Banking. The Industrial and Merchant Banking segments will be classified as discontinued operations starting in 2021[128][130] - The Royalty segment, which derived approximately 53% of 2020 revenues from its iron ore interest, holds a 7.0% royalty on iron ore shipped from the mine and 4.2% on tailings[131] - The company's banking operations (Merkanti Bank Limited) are subject to extensive regulation by European and Maltese authorities, including capital and liquidity requirements under the CRD IV and CRR Frameworks[143] D. Property, Plants and Equipment - The company's primary asset is a net revenues royalty interest in the Scully iron ore mine in Canada. The royalty rate is 7.0% on ore shipped from the mine and 4.2% on tailings. The underlying mining sub-lease expires in 2055[150][151] Iron Ore Shipped from Scully Mine (in thousands of tonnes) | Year | H1 | H2 | Full Year | | :--- | :--- | :--- | :--- | | 2019 | - | 954,579 | 954,579 | | 2020 | 1,459,162 | 1,539,492 | 2,998,654 | - As of December 31, 2020, the company held hydrocarbon interests in Alberta, Canada, including approximately 93 producing natural gas wells and 10 producing oil wells[156] - The company owns two industrial real estate parks in Germany, which are part of the security package for the €25.0 million in bonds issued by its subsidiary Merkanti Holding plc[158] Item 5: Operating and Financial Review and Prospects This section provides a detailed management discussion and analysis of the company's financial condition and results, highlighting the strategic shift to the iron ore royalty business Results of Operations Consolidated Operating Results (In C$ thousands) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Revenue | 59,432 | 113,267 | 139,751 | | Net income (loss) attributable to owners | 369 | (18,553) | 112,276 | | Earnings (loss) per share – basic | 0.03 | (1.48) | 8.96 | - 2020 vs. 2019: Revenue decreased to $59.4 million from $113.3 million, primarily due to the 2019 disposition of metal product lines which had contributed $81.8 million in revenue in 2019. This was partially offset by a significant increase in Royalty segment revenue to $31.4 million from $5.5 million[180][181] - 2020 vs. 2019: The company reported net income of $0.4 million in 2020 compared to a net loss of $18.6 million in 2019. The improvement was driven by the absence of the low-margin metal business, increased royalty income, and a $3.1 million reversal of credit losses[186][189] - 2019 vs. 2018: The company reported a net loss of $18.6 million in 2019 compared to a net income of $112.3 million in 2018. The 2018 result was significantly boosted by a $188.2 million reversal of impairment on resource properties[172][201] Liquidity and Capital Resources Capital Structure Ratios | Metric | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Net debt-to-equity ratio | Not applicable | Not applicable | | Long-term debt-to-equity ratio | 0.11 | 0.10 | Summary of Cash Flows (In C$ thousands) | Cash Flow | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | From Operating Activities | (21,271) | (9,807) | (7,191) | | From Investing Activities | 3,419 | (10,202) | (1,281) | | From Financing Activities | (498) | 34,792 | (857) | | (Decrease) increase in cash | (14,722) | 10,514 | (7,110) | - Cash and cash equivalents decreased to $63.6 million at year-end 2020 from $78.3 million at year-end 2019. The decrease was primarily driven by cash used in operating activities, which included a $33.8 million increase in receivables[213][221] - As of December 31, 2020, the company had long-term bonds payable of $38.1 million, issued in August 2019 with a nominal amount of €25.0 million, redeemable in 2026[225] Application of Critical Accounting Policies - Management makes critical judgments and estimates in several areas, including the determination of cash-generating units (CGUs) for impairment testing, assessing impairment indicators for non-financial assets, and valuing investment properties[236][558] - The estimation of resource property reserves (iron ore and hydrocarbon) is a major source of uncertainty, impacting asset carrying values, depletion calculations, and impairment analyses[249][575] - The company applies a forward-looking expected loss model for credit losses on receivables, which requires significant judgment regarding credit risk and economic conditions[246][570] Item 6: Directors, Senior Management and Employees This section provides information on the company's leadership, including biographical details, compensation data, board practices, and employee share ownership plans B. Compensation 2020 Executive Officer Compensation (In US dollars) | Name and Principal Position | Salary ($) | All other compensation ($) | Total compensation ($) | | :--- | :--- | :--- | :--- | | Michael J. Smith (Chairman, President and CEO) | 480,235 | 309,141 | 789,376 | | Samuel Morrow (CFO and Deputy CEO) | 496,622 | 126,914 | 623,536 | - During the fiscal year ended December 31, 2020, the company paid an aggregate of approximately $1.4 million in cash compensation to its directors and officers, excluding directors' fees[282] E. Share Ownership - As of April 29, 2021, there were 12,554,801 Common Shares and 426,000 stock options outstanding[299] - The company's board authorized an amendment to the 2017 Equity Incentive Plan to increase the number of available shares by 1,326,591 to a total of 1,901,994, subject to shareholder approval in 2021[304] Item 7: Major Shareholders and Related Party Transactions This section discloses the company's major shareholders and details transactions conducted with related parties, primarily involving arrangements with the Chairman's controlled company A. Major Shareholders Major Shareholders (as of April 29, 2021) | Name | Amount Owned | Percent of Class | | :--- | :--- | :--- | | Peter Kellogg, group | 4,372,480 | 34.9% | | Lloyd Miller, III | 1,862,523 | 14.8% | | Nantahala Capital Management, LLC | 753,159 | 6.0% | B. Related Party Transactions - The company has arrangements with a company controlled by its Chairman to assist with local regulations and the divestment of distressed assets. These arrangements are implemented at cost[315] - As of December 31, 2020, balances with the Chairman's affiliated company included a $6.8 million indemnification asset, a $0.8 million loan receivable, and $20.8 million in current account receivables[315] Item 8: Financial Information This section covers legal proceedings, including a significant dispute over an alleged guarantee, and the company's newly approved cash dividend policy A. Consolidated Statements and Other Financial Information - The company and certain subsidiaries are defendants in a legal action concerning an alleged guarantee of approximately $68.4 million (€43.8 million). Management believes the claim is without merit and does not expect a material adverse effect[321] - On April 30, 2021, the company's board approved a new cash dividend policy intended to maximize potential future dividends to shareholders, though no dividends were declared or paid in 2020[323] Item 10: Additional Information This section provides supplementary corporate information, including Memorandum and Articles of Association details, exchange controls, and tax consequences for investors B. Memorandum and Articles of Association - The company's authorized capital consists of 300,000,000 Common Shares and 150,000,000 preference shares. Holders of Common Shares are entitled to one vote per share[330][331] - A special resolution, required for major corporate actions like mergers or amendments to the Articles, requires a majority of not less than two-thirds of votes cast[333] PART II This section addresses regulatory and compliance matters, including disclosure controls, internal control over financial reporting, audit committee details, and corporate governance differences Item 15: Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020, with no material changes reported - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[376] - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2020[378] Item 16: Other Disclosures This section covers audit committee details, the Code of Ethics, principal accountant fees, a change in auditor, and corporate governance differences from NYSE standards Principal Accountant Fees (In US dollars) | Fee Type | 2020 (Smythe LLP) | 2019 (BDO LLP) | | :--- | :--- | :--- | | Audit Fees | $442,000 | $988,765 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - Effective December 21, 2020, the company appointed Smythe LLP as its auditor, replacing the previous auditor who resigned[390] - A material weakness in internal control over financial reporting was identified in 2019 related to a lack of sufficient personnel with appropriate knowledge in the application of IFRS 10, Consolidated Financial Statements[390] Item 18: Financial Statements This section contains the company's audited consolidated financial statements for 2020, 2019, and 2018, prepared under IFRS, along with independent auditor reports and detailed notes Report of Independent Registered Public Accounting Firm Independent auditors' reports highlight critical audit matters, including the assessment of recoverable amounts of non-financial assets and the fair value of investment properties - The auditor for the 2020 financial statements, Smythe LLP, identified two critical audit matters: the assessment of recoverable amounts of non-financial assets and the fair value of investment properties and real estate for sale[404] - The assessment of non-financial assets was a critical audit matter due to the high degree of judgment required to evaluate future cash flow assumptions, including commodity prices, discount rates, and production levels[405] Consolidated Financial Statements The consolidated financial statements show the company's financial position, operations, and cash flows, reflecting a shift in revenue composition and a move to net income in 2020 Consolidated Statement of Financial Position (In C$ thousands) | | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total current assets | 129,211 | 108,495 | | Total non-current assets | 379,914 | 394,854 | | Total assets | 509,125 | 503,349 | | Total current liabilities | 16,137 | 19,889 | | Total non-current liabilities | 124,264 | 121,446 | | Total liabilities | 140,401 | 141,335 | | Shareholders' equity | 361,544 | 353,612 | Consolidated Statement of Operations (In C$ thousands) | | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Revenue | 59,432 | 113,267 | 139,751 | | Income (loss) before income taxes | 11,179 | (16,784) | 167,829 | | Net income (loss) for the year | 212 | (18,403) | 112,211 | | Net income (loss) attributable to owners | 369 | (18,553) | 112,276 | Consolidated Statement of Cash Flows (In C$ thousands) | | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Cash flows used in operating activities | (21,271) | (9,807) | (7,191) | | Cash flows provided by (used in) investing activities | 3,419 | (10,202) | (1,281) | | Cash flows (used in) provided by financing activities | (498) | 34,792 | (857) | | (Decrease) increase in cash | (14,722) | 10,514 | (7,110) | Notes to Consolidated Financial Statements The notes detail accounting policies, segment information, resource property valuations, financial instruments, related party transactions, and subsequent events like the new dividend policy - The company's operating segments are Royalty, Industrial, and Merchant Banking. In 2020, the Royalty segment generated $31.4 million in revenue and $25.3 million in income before taxes, while the Industrial segment had $17.7 million in revenue and a loss of $1.2 million[610][615] - As of Dec 31, 2020, the carrying value of the iron ore royalty interest was $211.4 million, and hydrocarbon properties were valued at $50.3 million[656] - In August 2019, a subsidiary issued bonds with a nominal amount of €25.0 million, which are redeemable in August 2026 and secured by the Group's investment property and real estate[687] - Subsequent to year-end, on April 30, 2021, the company announced a new cash dividend policy, a plan to classify the Industrial and Merchant Banking segments as discontinued operations, and two stock dividends for 2021[806][807][811]