NOA
As at December 31, 2017, we have used almost $15.0 million in cash to purchase and subsequently cancel a total of 2,625,557 common shares in the normal course
during the current year. The current year NCIB programs have reduced our outstanding common share balance to 25,452,224 as at December 31, 2017. This outstanding common share balance is net of the 2,617,926 common shares classified as treasury
shares as at December 31, 2017.
On June 12, 2014, we entered into a trust agreement whereby the trustee may purchase and hold common shares, classified as
treasury shares on our consolidated balance sheets, until such time that units issued under the equity classified long-term incentive plans are to be settled. Units granted under such plans typically vest at the end of a three-year term.
As at February 9, 2018, there were 27,905,950 voting common shares outstanding, which included 2,626,548 common shares held by the trust and classified as treasury
shares on our consolidated balance sheets (28,070,150 common shares, including 2,617,926 common shares classified as treasury shares at December 31, 2017). We did not have non-voting common shares outstanding on any of the foregoing dates.
Additionally, as at December 31, 2017, there were an aggregate of 913,540 vested and unvested options outstanding under our Amended and Restated 2004 Share Option Plan which, in the event of full vesting and exercise, would result in the
issuance of 913,540 common voting shares.
For a more detailed discussion of our share data, see Description of Securities and Agreements Capital
Structure in our most recent AIF, which section is expressly incorporated by reference into this MD&A.
Convertible Debentures
On March 15, 2017, we issued $40.0 million in aggregate principal amount of 5.50% convertible unsecured subordinated debentures which mature on March 31, 2024.
We pay interest an annual rate of 5.50%, payable semi annually on March 31 and September 30 of each year, commencing September 30, 2017.
The
Convertible Debentures may be converted into common shares at the option of the holder at a conversion price of $10.85 per common share, which is equivalent to approximately 92.1659 common shares per $1,000 principal amount of notes.
The Convertible Debentures are not redeemable prior to March 31, 2020, except under certain conditions after a change in control has occurred. We have the option to
redeem the Convertible Debentures at any time on or after March 31, 2020 at a redemption price equal to the principal amount provided that the market price of the common shares is at least 125% of the conversion price; and on or after
March 31, 2022 at a redemption price equal to the principal amount, plus accrued and unpaid interest accrued to the redemption date. In each case, we are required to pay accrued and unpaid interest on the debentures redeemed to the applicable
redemption date.
If a change in control occurs, we are required to offer to purchase all of the Convertible Debentures at a price equal to 101% of the principal
amount plus accrued and unpaid interest to the date of purchase.
Debt Ratings
On March 14, 2017, S&P Global Ratings (S&P) affirmed our B long-term corporate credit rating. At the same time, they affirmed our
intermediate standing for their financial risk profile. S&P stated that the stable outlook reflects their view that our financial risk profile will have ample cushion at the B.
For a discussion of our debt ratings, see the Debt Ratings section of our most recent AIF, which section is expressly incorporated by reference in this
MD&A.
Related Parties
On July 14, 2016, we appointed a new
member to the Board of Directors. The director is currently the President and Chief Executive Officer of a business that subleases space from the Company. The sublease was entered into several years before the directors appointment.
For the three months and year ended December 31, 2017, we received $81 and $332, respectively, in this related party transaction since the directors
appointment.
Internal Systems and Processes
Evaluation of disclosure
controls and procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose is
recorded, processed, summarized and reported within the time periods specified under
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2017 Managements Discussion and Analysis
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