2024 Annual Report
THEWESTAIMCORPORATION
ANNUAL REPORT 2024
THEWESTAIMCORPORATION
ANNUAL REPORT 2024
Contents
Letter to Shareholders 1
Management's Discussionand Analysis 3
Management's Responsibility for Financial Information33
Independent Auditor'sReport 34
Consolidated Financial Statements 38
Notes to Consolidated Financial Statements 42
Board of Directors 60
Shareholder and Corporate Information 60
All currency amounts are in
LETTER TO SHAREHOLDERS1LETTER TO SHAREHOLDERS(1)
Dear Fellow Shareholders,
Over its storied history,
The precursor to this latest transformation was facilitated by the monetization of our ownership in Skyward Specialty following its highly successful 2023 IPO. On
On
Ceres Life, recently acquired, will be led by
The Transaction has received overwhelming support from
In
1 This Letter to Shareholders contains forward-looking information and should be read in conjunction with the Company's financial statements including the notes thereto and the related MD&A as well as the Company's other publicfilings. Please also read the Company's cautionary notes on forward-looking information as may be found in the Company's MD&A.
(
Looking forward, it is always beneficial to reflect on the achievements accomplished in the past. In that regard, here is the performance of
This is a very exciting time for
Respectfully,
President and Chief Executive Officer
(Currency amounts in millions of
TABLE OF CONTENTS
-
1. THE COMPANY
-
2. OVERVIEW OF PERFORMANCE
-
3. INVESTMENTS
-
4. ANALYSIS OF FINANCIAL RESULTS
-
5. ANALYSIS OF FINANCIAL POSITION
-
6. OUTLOOK
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7. LIQUIDITY AND CAPITAL RESOURCES
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8. RELATED PARTY TRANSACTIONS
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9. MATERIAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
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10. MATERIAL ACCOUNTING POLICIES AND RECENTLY ADOPTED AND PENDING ACCOUNTING PRONOUNCEMENTS
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11. QUARTERLY FINANCIAL INFORMATION
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12. RISKS
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13. ADDITIONAL ARENA FINCOS INVESTMENT SCHEDULES
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14. NON-GAAP MEASURES
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15. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
The "Company" in this Management's Discussion and Analysis ("MD&A") refers to
IFRS for Investment Entities
The Company qualifies as an investment entity under IFRS and uses fair value as the key measure to monitor and evaluate its primary investments. The Company reports its financial results in accordance with IFRS applicable to investment entities.
Functional and Presentation Currency
The US$ is the functional and presentation currency of the Company. International Accounting Standard21 "The Effects of Changes in Foreign Exchange Rates"describes functional currency as the currency of the primary economic environment in which an entity operates. A significant majority of theCompany'srevenues and costs are earned and incurred in US$, respectively.
Non-GAAP Measures
The Company uses both IFRS and non-generally accepted accounting principles ("non-GAAP") measures to assess performance. The Company cautionsreaders about non-GAAP measures that do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures used by other companies. Management believes these measures allow for a more complete understanding of the underlying business. These measures are used to monitor the Company's results and should not be viewed as a substitute for those determined in accordance with IFRS. Reconciliations of such measures to the most comparable IFRS figures are contained in Section 14,Non-GAAP Measuresof this MD&A.
-3-
(Currency amounts in millions of
Cautionary Statement Regarding the Valuation of Investments in Private Entities
In the absence of an active market for its investments in private entities, fair values for these investments are determined by management using the appropriate valuation methodologies after considering the history and nature of the business, operating results and financial conditions, outlook and prospects, general economic, industry and market conditions, capital market and transaction market conditions, contractual rights relating to the investment, public market comparables, net asset value, discountedcash flow analysis, comparable recent arm's length transactions, private markettransaction multiples and, where applicable, other pertinent considerations. The process of valuing investments for which no active market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had an active market existed. The amounts at which the Company's investments in private entities could be disposed of may differ from the fair value assigned and the differences could be material.
Cautionary Statement Regarding Financial Information of the Arena FINCOs and Arena
Supplementary financial measures concerning the Arena FINCOs (as hereinafter defined) and Arena(as hereinafter defined) (the "ArenaSupplementary Financial Measures") contained in this MD&Aare unaudited and have been derived from the audited consolidated financial statements of Arena and the unaudited consolidated financial statements of Arena FINCOs for the years ended
The Arena Supplementary Financial Measures should be read in conjunction with the Company's historical financial statements including the notes theretoand the related MD&A as well as the Company's other public filings.
The Arena Supplementary Financial Measures have been primarily provided by the management of the Arena FINCOs and Arena. Although
Forward-Looking Information
This MD&A may contain forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from theseforward-looking statements as a result of various factors, including those discussed hereinafter, and inthe Company's Annual Information Formfor its fiscal year ended
-4-
(Currency amounts in millions of
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1. THE COMPANY
The Westaim Corporation (TSXV: WED) is aUnited States investment company specializing in providing long-term capital to businesses operating primarily within the global financial services industry. The Company invests, directly and indirectly, through acquisitions, joint ventures and other arrangements, with the objective of providing its shareholders with capital appreciation and real wealth preservation.Westaim's strategy is to pursueinvestment opportunities with a focus towards the global financial services industry and grow shareholder value over the long term.On
October 9, 2024 , the Company,Wembley Group Partners, LP (the "Investor") (an affiliate ofCC Capital Partners, LLC ("CC Capital ")), Arena(as defined hereinafter), Daniel Zwiand Lawrence Cutler entered into an investment agreement (as amended onNovember 15, 2024 )(the "Investment Agreement"). Pursuant to the Investment Agreement,among other things, the Investor agreed to make a$250.0 investment in the Company via aprivate placement (the "Private Placement") to acquirecommon sharesof the Company ("Common Shares")and warrants to purchase Common Shares. The proposed transactions included in the Investment Agreement(the "Proposed Transactions") have not yet closed.On
December 31, 2024 , the Company completed a statutory plan of arrangement under theBusiness Corporations Act(Alberta ) (the "Plan ofArrangement") pursuant to which, amongother things, it has consolidated its Common Shares on the basis of one post-consolidation Common Share for every six pre-consolidation Common Shares and changed its jurisdiction of incorporation from the Province ofAlberta inCanada to theState of Delaware inthe United States (the "Redomiciliation").Unless otherwise indicated all references to Common Shares herein are after giving effect to the Share Consolidation.The Company's principalinvestments consist of the Arena FINCOs and Arena. See discussion in Section 3,Investmentsof this MD&A for additional information on these investments.
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2. OVERVIEW OF PERFORMANCE
Highlights
Three months ended
Year ended
Revenue and net change in value of investments Net expenses
$
-
1.1 $
-
53.3 $
38.6
(25.6)
(16.1)
(58.1) (26.6)
Income taxes recovery (expense)
3.2
(2.1)
3.3 (2.3)
(Loss) profit and comprehensive (loss) income
(Loss) earnings per share-basic
(Loss) earnings per share-diluted
$ $ $
(21.3)
(0.99) (0.99)
$ $ $
35.1
1.58 1.57
$ $ $
(16.2)
$
183.9
(0.75) (0.75)
-
$ 7.98 -
$ 7.90
At
Shareholders' equity
$
-
497.4
$ 518.3
Number of Common Shares outstanding1Book value per fully diluted share-in US$2Book value per fully diluted share-in C$3
21,706,501 |
21,959,548 |
|
|
|
|
-
1The Common Shares are listed and posted for tradingon the
TSX Venture Exchange ("TSXV") under the symbol "WED". -
2See Section 14,Non-GAAP Measuresof this MD&A.
-
3Period end exchange rates: 1.43815 at
December 31, 2024 and 1.32405 atDecember 31, 2023 .Three months ended
December 31, 2024 and 2023The Company reported a (loss) profit and comprehensive (loss) income of
$(21.3) and$35.1 for the three months endedDecember 31, 2024 and 2023, respectively.Revenue and net change in value of investments was a net increase of
$1.1 for the three months endedDecember 31, 2024 (2023-$53.3 ), and consisted of interest income of$4.5 (2023 -$1.6 ), advisory fees of$0.1 (2023 -$0.2 ), an increase of $nil in the value of the investment in SkywardSpecialtyInsurance Group, Inc. ("Skyward Specialty")(2023-$51.9 ), an increase of$2.4 in the value of the investments in the Arena FINCOs (2023-decrease of$0.9 ),the Company's share of Arena'scomprehensive loss of$5.9 (2023- share of Arena's comprehensive income of$0.6 ) and a decrease in the value ofthe Company'sinvestment inArena Special Opportunities Fund, LP ("ASOF LP ")of a nominal amount (2023-$0.1 ).Net expenses for the three months ended
December 31, 2024 of$25.6 (2023-$16.1 ) consisted of salaries, director fees and benefits of$2.6 (2023 -$12.2 ), general and administrative expenses of$0.3 (2023 -$0.2 ), other expense of an emigration tax of$4.0 (2023 - $nil), professional fees of$5.1 (2023 -$0.5 ), share-based compensation expense$14.1 (2023-$2.9 ), and a foreign exchange gain of$0.5 (2023-loss of$0.3 ).
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(Currency amounts in millions of
-
2. OVERVIEW OF PERFORMANCE (continued)
The Company reported income taxes recovery for the three months ended
December 31, 2024 of$3.2 (2023-expense of$2.1 ).Years ended
December 31, 2024 and 2023The Company reported a (loss) profit and comprehensive (loss) income of
$(16.2) and$183.9 for the years endedDecember 31, 2024 and 2023, respectively.Revenue and net change in value of investments was a net increase of
$38.6 for the year endedDecember 31, 2024 (2023-$212.8 ), and consisted of interest income of$14.7 (2023 -$3.7 ), dividend income paid to the Company from the Arena FINCOs of$1.9 (2023 -$4.4 ), advisory fees of$0.4 (2023 -$0.5 ), an increase of$19.8 in the value of the investment in Skyward Specialty (2023-$210.3 ), an increase of$5.6 in the value of the investments in the Arena FINCOs, which was an increase of$7.5 before dividends paid of$1.9 (2023-decrease of$10.4 , which was a decrease of$6.0 before dividends paid of$4.4 ), the Company's share of Arena's comprehensiveloss of$3.9 (2023- share of Arena's comprehensive incomeof$4.5 ) and an increase in the value of the Company's investment inASOF LP of$0.1 (2023-decrease of$0.2 ).Net expenses for the year ended
December 31, 2024 of$58.1 (2023-$26.6 ) consisted of salaries, director fees and benefits of$26.2 (2023 -$16.0 ), general and administrative expenses of$1.0 (2023 -$0.9 ), other expense of an emigration tax of$4.0 (2023 - $nil), professional fees of$11.4 (2023 -$1.5 ), share-based compensation expense$16.2 (2023-$6.7 ), a foreign exchange gain of$0.7 (2023-loss of$0.6 ), interest on preferred securities of $nil (2023 -$1.0 ) and an unrealized gain resulting from a change in the fair value of derivative warrants of $nil (2023 -$0.1 )The Company reported income taxes recovery for the year ended
December 31, 2024 of$3.3 (2023-expense of$2.3 ). -
3. INVESTMENTS
TheCompany's principal investments consisted of its investments in Skyward Specialty, the Arena FINCOs and Arena.
Place of |
Principal place |
Ownership interest |
Ownership interest |
|
establishment |
of business |
at |
at |
|
Skyward Specialty |
|
|
nil owned by the Company |
17.5% owned by the Company |
Arena FINCOs |
|
|
100% owned by the Company |
100% owned by the Company |
Arena |
|
|
51% owned the Company |
51% owned the Company |
Foradditional information on the Company's corporatestructure (as may be superseded by the organizational structure herein), seethe Company'sAnnual Information Form for its fiscal year ended
Skyward Specialty
The Company had an ownership interest in Skyward Specialty (NASDAQ: SKWD), a
Arena FINCOs
The Arena FINCOs are private companies which include specialty finance companies that primarily purchase fundamentals-based, asset-oriented credit and other investments for their own account and a company that primarily facilitates the origination of fundamentals-based, asset-oriented credit investments for its own account and/or possible future sale to specialty finance companies, clients of
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(Currency amounts in millions of
3.
INVESTMENTS (continued)
Arena
The Company's investment in Arena isaccounted for using the equity method and consists of investments in corporations or limited partnerships where the Company has significant influence and is recordedunder investments in the Company'sinterim consolidated financial statements.
The following chart illustrates a simplified organizational structure of Arena and the Arena FINCOs as of
1Legal equity ownership and profit percentage are 51%. Ownership and profit percentage are subject to change over time pursuant to the earn-in rights granted to
On
For a detailed discussion of the business of Arena and the Arena FINCOs,see the Company's Annual Information Formfor its fiscal year ended
Accounting for the Company's Investments
The Company qualifies as an investment entity under IFRS and uses fair value as the key measure to monitor and evaluate its primary investments. Accordingly,the Company'sinvestments in Skyward Specialty, the
Dividend income from investments in private entities are reported under "Revenue" in theconsolidated statements of (loss) profit and comprehensive (loss) income. Changes in the fair value ofthe Company'sinvestments in Skyward Specialty, the
-7-
(Currency amounts in millions of
3.
INVESTMENTS (continued)
A.INVESTMENT INSKYWARDSPECIALTY
TheCompany'sinvestment in Skyward Specialty consisted of the following:
Three months endedDecember 31, 2024
Skyward Specialty Proceeds from sale
preferred shares |
of Skyward |
Net increase in |
||
Opening |
converted to |
Specialty common |
value of |
Ending |
Balance |
common shares |
shares |
investment |
Balance |
$
Skyward Specialty common shares held by the Company
$
-$
-
$
-
-
$
-Three months ended December 31, 2023
SkywardOpening
Specialty preferred shares converted to
Proceeds fromNet increaseBalance common shares
sale of Skyward |
(decrease) in |
Dissolution of |
|
Specialty |
value of |
HIIG |
Ending |
common shares |
investment |
Partnership |
Balance |
$
- |
$ |
- |
- |
$ |
- |
$ |
- |
$ |
- |
- |
- |
- |
- |
- |
- |
||||
- |
- |
- |
- |
- |
- |
||||
289.5 |
- |
(104.9) |
51.9 |
- |
236.5 |
||||
$ |
- |
$ |
51.9 |
$ |
- |
$ |
236.5 |
$
OpeningBalance
|
||
Year endedDecember 31, 2024 |
||
Skyward Specialty |
Proceeds from sale |
|
preferred shares |
of Skyward |
Net increase in |
converted to |
Specialty common |
|
common shares |
shares |
EndingBalance
value ofinvestment
Skyward Specialty common shares held by the Company
$
-$
(256.3)
$
19.8
$
-Year ended December 31, 2023
Skyward SpecialtyProceeds frompreferred shares sale of SkywardNet increase Dissolution ofOpeningconverted toSpecialtyBalance common shares common sharesin value ofinvestmentHIIGPartnershipEndingBalance
$
0.4
- -$
-
- $ -
63.3
$
109.3
-(109.3)109.3
-(192.3)
- -146.9
(0.4)
-172.5
- - -236.5
$
-
$
210.3
1The Company's share of Skyward Specialty common shares held by the
On
On
On
On
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