AirBoss of America : Management’s Responsibility for Financial Reporting

2023

Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of AirBoss of America Corp. and all the information in the annual report are the responsibility of management and have been approved by the Board of Directors. The consolidated financial statements have been prepared by management, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. When alternate accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects. Management has prepared the financial information presented in this annual report and has ensured that it is consistent with that presented in the consolidated financial statements.

AirBoss of America Corp. maintains systems of internal accounting and administrative controls consistent with reasonable cost. Such systems are designed to provide reasonable assurance that the financial information is relevant, reliable and accurate and the Company's assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board and all members are outside directors. The Committee meets periodically with management, as well as the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities and to review the annual report, the financial statements and the external auditors' report. The Committee reports its findings to the Board for consideration when approving the financial statements for issuance to the shareholders. The Committee also considers the engagement or reappointment of the external auditors for review by the Board and approval by the shareholders.

KPMG LLP, the Company's external auditors, who are appointed by the shareholders, audited the consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2022 in accordance with Canadian generally accepted auditing standards to enable them to express to the shareholders their opinion on the consolidated financial statements. KPMG LLP has full and free access to the Audit Committee.

March 6, 2024

P. Gren Schoch	Frank Ientile
Chairman and Chief Executive Officer	Chief Financial Officer

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AirBoss of America Corp.

Independent Auditor's Report

To the Shareholders of AirBoss of America Corp.

Opinion

We have audited the consolidated financial statements of AirBoss of America Corp. (the Entity), which comprise:

• the consolidated statements of financial position as at December 31, 2023 and December 31, 2022
• the consolidated statements of profit or loss and other comprehensive income for the years then ended
• the consolidated statements of changes in equity for the years then ended
• the consolidated statements of cash flows for the years then ended
• and notes to the consolidated financial statements, including a summary of material accounting policy information (Hereinafter referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2023 and December 31, 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw your attention to Note 2(e) in the financial statements, which indicates the Entity's continued compliance with amended covenants are dependent on achieving their forecasts with respect to future revenues, reducing costs and improvements to working capital. The inability to meet the amended covenants could lead to the lenders demanding repayment of the revolving credit facility.

As stated in Note 2(e) in the financial statements, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Entity's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our auditor's report.

Evaluation of impairment of goodwill

Description of the matter

We draw attention to the Notes 2(d), 3(e)(i) and 8 to the financial statements. The goodwill balance included within intangible assets is $ 24,929 thousand after the entity recorded an impairment charge of $26,648 related to AirBoss Defense Group (CGU). The Entity performs goodwill impairment testing at least annually and whenever events or changes in circumstances indicate that the carrying amount of the cash-generating unit likely exceeds its recoverable amount. The allocation of goodwill is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment. The recoverable amount of the cash-generating unit is based on value in use, which is determined by discounting the future cash flows generated from the continuing use of the cash-generating unit. In determining the estimated recoverable amount of the cash-generating unit the Entity's key assumptions include projected sales and margins, discount rates and the terminal multiple.

Why the matter is a key audit matter

We identified the evaluation of the impairment of goodwill as a key audit matter. This matter represented significant auditor judgment due to the high degree of estimation uncertainty in determining the recoverable amount. In addition, the involvement of those with specialized skills and knowledge were required in performing and evaluating the results of our audit procedures due to the sensitivity of the recoverable amount to changes in key assumptions.

How the matter was addressed in the audit

The primary procedures we performed to address this key audit matter included the following:

We assessed the Entity's ability to accurately forecast by comparing the Entity's projected sales and margins used in the prior year impairment test to actual results.

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2023

We compared the Entity's projected sales and margins to actual results. We took into account changes in conditions and events, affecting each cash-generating unit or cash-generating group to assess the adjustments made in arriving at the projected assumptions.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the appropriateness of (1) the discount rates and (2) the terminal multiple. The discount rates for the cash-generating units were compared against ranges that were independently developed using publicly available market data for comparable entities. The terminal multiple was compared against independently developed multiples using publicly available market data for comparable entities and overall macro-economic conditions.

Other Information

Management is responsible for the other information. Other information comprises:

• the information included in Management's Discussion and Analysis filed with the relevant Canadian Securities Commissions.
• the information, other than the financial statements and the auditor's report thereon, included in a document likely to be entitled "2023 Annual Report".

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.

We obtained the information included in Management's Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor's report.

We have nothing to report in this regard.

The information, other than the financial statements and the auditor's report thereon, included in a document likely to be entitled "Glossy Annual Report" is expected to be made available to us after the date of this auditor's report. If, based on the work we will perform on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

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doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
• Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chartered Professional Accountants, Licensed Public Accountants

The engagement partner on the audit resulting in this auditor's report is Elliot Marer.

Vaughan, Canada

March 6, 2024

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2023

Consolidated Statement of Financial Position

In thousands of US dollars	Note	December 31, 2023	December 31, 2022
ASSETS
Current assets
Cash and cash equivalents		28,989	18,552
Trade and other receivables, including derivatives	4, 10	73,237	94,628
Prepaid expenses		8,361	9,310
Inventories	5	64,159	92,833
Current income taxes receivable	16	8,105	8,466
Total current assets		182,851	223,789
Non-current assets
Property, plant and equipment	6, 7	84,573	89,292
Intangible assets	8	78,689	113,237
Deferred Income tax assets	16	9,702	11,799
Other assets	9	841	2,649
Total non-current assets		173,805	216,977
Total assets		356,656	440,766
LIABILITIES
Current liabilities
Loans and borrowings	7, 11	2,437	2,286
Trade and other payables, including derivatives	10	68,062	85,239
Provisions	13	2,409	2,108
Current taxes payable	16	-	609
Total current liabilities		72,908	90,242
Non-current liabilities
Loans and borrowings	7, 11	128,655	141,356
Employee benefits	19	441	408
Provisions	13	2,735	8,548
Deferred income tax liabilities	16	3,060	3,215
Total non-current liabilities		134,891	153,527
Total liabilities		207,799	243,769
EQUITY
Share capital	14	87,992	87,811
Contributed surplus	14	5,480	4,598
Retained earnings		55,385	104,588
Total equity		148,857	196,997
Total liabilities and equity		356,656	440,766

The notes on pages 28 to 53 are an integral part of these consolidated financial statements.

Commitments and contingencies (note 18)

On behalf of the Board

P.G. Schoch	Robert L. McLeish
Director	Director

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AirBoss of America Corp.

Consolidated Statement of Loss and Comprehensive loss

For the year ended December 31	Note	2023	2022
In thousands of US dollars
Net Sales		426,025	477,155
Cost of sales	5	(367,615)	(453,024)
Gross profit		58,410	24,131
General and administrative expenses	3	(52,745)	(46,478)
Selling and marketing expenses		(8,713)	(8,223)
Research and development expenses	17	(3,124)	(3,390)
Other expenses		(27,350)	(714)
Operating expenses		(91,932)	(58,805)
Results from operating activities		(33,522)	(34,674)
Finance costs	12	(5,233)	(5,738)
Loss before income tax		(38,755)	(40,412)
Income tax recovery (expense)	16	(2,994)	8,520
Loss and comprehensive loss		(41,749)	(31,892)
Earnings (loss) per share
Basic	15	(1.54)	(1.18)
Diluted	15	(1.54)	(1.18)

The notes on pages 28 to 53 are an integral part of these consolidated financial statements.

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2023

Consolidated Statement of Changes in Equity

Attributable to equity holders of the Company

	In thousands of US dollars	Share	Contributed	Retained	Total
	Capital	Surplus	Earnings	equity
	Balance at January 1, 2022	87,937	2,531	144,680	235,148
	Loss and comprehensive loss for the year	-	-	(31,892)	(31,892)
	Contributions by and distributions to owners
	Share-based compensation expense	-	1,600	-	1,600
	Stock options exercised	(622)	(71)	-	(693)
	Stock options forfeited	-	(53)		(53)
	Shares issued	496	-	-	496
	Deferred share unit reclassified as equity		591		591
	Dividends to equity holders	-	-	(8,200)	(8,200)
	Total contributions by and distributions to owners	(126)	2,067	(8,200)	(6,259)
	Balance at December 31, 2022	87,811	4,598	104,588	196,997
		Attributable to equity holders of the Company
	In thousands of US dollars	Share	Contributed	Retained	Total
	Capital	Surplus	Earnings	equity
	Balance at January 1, 2023	87,811	4,598	104,588	196,997
	Loss and comprehensive loss for the year	-	-	(41,749)	(41,749)
	Contributions by and distributions to owners
	Share-based compensation expense	-	1,438	-	1,438
	Stock options forfeited	-	(375)	-	(375)
	Settlement of deferred share units	181	(181)	-	-
	Dividends to equity holders	-	-	(7,454)	(7,454)
	Total contributions by and distributions to owners	181	882	(7,454)	(6,391)
	Balance at December 31, 2023	87,992	5,480	55,385	148,857

The notes on pages 28 to 53 are an integral part of these consolidated financial statements.

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AirBoss of America Corp.

Consolidated Statement of Cash Flows

For the year ended December 31	Note	2023	2022
In thousands of US dollars
Cash flows from operating activities
Profit (loss) for the year		(41,749)	(31,892)
Adjustments for:
Depreciation	6, 7	13,127	12,609
Amortization of intangible assets	8	9,218	9,296
Impairment of intangible assets	8	26,648	-
Write-down of inventory	5	8,031	57,001
Finance costs	11, 19	5,233	5,738
Unrealized foreign exchange (gains) losses		(626)	135
Share-based payment expense (recovery)	13, 14	1,447	(5,394)
SRED tax credits	17	(920)	(839)
Income tax expense (recovery)	16	2,994	(8,520)
Impairment of share purchase loan		1,779	-
Other		176	(158)
		25,358	37,976
Change in inventories		20,643	(25,140)
Change in trade and other receivables		21,230	(12,252)
Change in prepaid assets		968	727
Change in trade and other payables		(15,862)	(19,997)
Change in provisions		(286)	(1,828)
Net change in non-cash working capital balances		26,693	(58,490)
Interest paid		(10,778)	(5,556)
Income tax paid		(356)	(4,705)
Net cash provided by (used in) operating activities		40,917	(30,775)
Cash flows from investing activities
Proceeds from sale of asset		41	3
Acquisition of property, plant and equipment		(7,256)	(8,800)
Acquisition of intangible assets	8	(1,249)	(1,392)
Net cash used in investing activities		(8,464)	(10,189)
Cash flows from financing activities
Proceeds from operating line of credit		(11,000)	65,100
Principal payments for lease liabilities		(2,490)	(2,364)
Debt refinancing costs		(688)	-
Exercise of stock options (net of withholding taxes)		-	(693)
Repayment of share purchase loans		-	239
Issuance of share purchase loans		-	(1,750)
Interest received on share purchase loans		22	8
Dividends paid		(8,040)	(8,338)
Net cash provided by (used in) financing activities		(22,196)	52,202
Net (decrease) / increase in cash and cash equivalents		10,257	11,238
Cash and cash equivalents at January 1		18,552	7,131
Effect of exchange rate fluctuations on cash held		180	183
Cash and cash equivalents at December 31		28,989	18,552

The notes on pages 28 to 53 are an integral part of these consolidated financial statements.

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2023

Notes to Consolidated Financial Statements ("CFS")

For the years ended December 31, 2023 and 2022

(Amounts in thousands of US dollars, except per share amounts, unless otherwise specified)

NOTE 1 REPORTING ENTITY

AirBoss of America Corp. is a public company listed on the Toronto Stock Exchange and cross-traded on the OTCQX® Best Market in the United States, incorporated and domiciled in Ontario. Its registered office is located at 16441 Yonge Street, Newmarket, Ontario, Canada. AirBoss of America Corp. and its subsidiaries are together referred to, in these consolidated financial statements, as the "Company" or "AirBoss". The Company has operations in Canada and the US and is involved primarily in the manufacture of high-qualityrubber-based products to resource, military, health care, government, automotive and industrial markets (see note 20).

Subsidiaries are consolidated based on control which is assessed on whether the Company has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns.

List of Subsidiaries

Set out below is a list of operating subsidiaries of the Company.

Operating Subsidiaries	Jurisdiction	Ownership %
AirBoss Rubber Compounding (NC) LLC ("ANC")	North Carolina	100%
SunBoss Chemicals Corp.	Ontario	100%
AirBoss Flexible Products, LLC ("AFP")	Michigan	100%
AirBoss Defense Group Ltd. ("ADG Canada")	Quebec	100%
AirBoss Defense Group, LLC ("ADG USA")	Delaware	100%
Critical Solutions International, LLC ("CSI")	Texas	100%
Blackbox Biometrics, Inc. ("B3")	New York	100%
Ace Elastomer, LLC ("Ace")	South Carolina	100%

Beginning with the fourth quarter ended December 31, 2023, AirBoss realigned the organizational and governance structures of its businesses to focus on rubber compounding as a key product driver for sustainable growth and productivity. Such realignment gave rise to changes in how the Company presents information for financial reporting and management decision- making purposes and resulted in a change in the Company's reporting segments. The Company's operating segments are now organized into the following reportable segments:

• AirBoss Rubber Solutions ("ARS") - Includes manufacturing and distribution of rubber compounds and distribution of rubber compounding related chemicals.
• AirBoss Manufactured Products ("AMP") - Includes the manufacture and distribution of anti-noise, vibration and harshness dampening parts, and personal protection and safety products, primarily for CBRN-E threats.
• Unallocated Corporate Costs - Includes corporate activities and certain unallocated costs.

ARS consists of AirBoss' custom rubber compounding operations in Kitchener, Ontario, Rock Hill, South Carolina, Scotland Neck, North Carolina, plus the Company's rubber compounding business in Acton Vale, Quebec (formerly part of the AirBoss Defense Group Segment). AMP consists of the Company's rubber molded product operations in Auburn Hills, Michigan and the Company's defense businesses in Jessup, Maryland, Acton Vale, Quebec, Rochester, New York and Charleston, South Carolina.

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AirBoss of America Corp.

Notes to CFS (cont'd)

NOTE 2 BASIS OF PREPARATION

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

The Consolidated financial statements were authorized for issue by the Board of Directors on March 6, 2024.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

• certain property, plant and equipment was re-measured at fair value on the adoption of IFRS
• forward contracts are measured at fair value
• liabilities for cash settled share-based payment arrangements are initially and thereafter measured at fair value
• equity settled share-based payment arrangements are measured at fair value at the grant date
• recognition of future income taxes on foreign exchange differences where the currency of the tax basis on non-monetary assets and liabilities differ from the functional currency
• the employee benefit liability is recognized as the net total of the plan assets, at fair value, less the present value of the defined benefit obligation.

1. Functional and presentation currency

These consolidated financial statements are presented in US dollars ("USD"), which is the Company's functional currency. All financial information presented in USD has been rounded to the nearest thousand, except where otherwise indicated.

(d) Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant areas requiring the use of estimates include valuation of trade and other receivables, inventories, intangible assets, accounting for income taxes, share-based payments, measurement of post-retirement benefits and fair value of assets acquired through business combination. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

Note 4 - trade and other receivables Note 5 - inventories

Note 7 - leases

Note 8 - intangible assets Note 16 - income taxes

Note 17 - government assistance

Information about assumptions and estimation uncertainties that have a significant risk resulting in a material adjustment within the next financial year are included in the following notes:

Note 8 - intangible assets - key assumptions used in value-in-use calculations Note 13 - provisions

Note 14 - capital and other components of equity Note 16 - income taxes

Note 18 - commitments and contingencies Note 19 - post-retirement benefits.

(e) Going Concern

The consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business. If this assumption was not appropriate as at December 31, 2023, material adjustments to the carrying value of the assets and liabilities would be necessary.

In December 2023, the Company renegotiated temporary changes to the financial covenants to increase maximum permitted leverage, reduce minimum interest coverage, and exclude certain charges from the calculation of financial covenants. Continued compliance with the amended covenants are dependent upon achieving revenue forecasts, reducing costs and improvements to working capital over the next 12 months. However, market conditions may cause results to not materialize thus such events and conditions indicate that a material uncertainty exists on the Company's ability to continue as a going concern. In the event of non-compliance, the lenders have a right to demand repayment of the amounts outstanding or pursue other remedies if the Company cannot reach an agreement to amend or waive the covenants.

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