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United States securities and exchange commission logo
March 10, 2023
Rajat Marwah
Chief Financial Officer
Algoma Steel Group Inc.
105 West Street
Sault Ste. Marie, Ontario
P6A 7B4, Canada
Re: Algoma Steel Group
Inc.
Form 20-F for the
Fiscal Year Ended March 31, 2022
Filed June 17, 2022
File No. 001-40924
Dear Rajat Marwah:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2022
Item 5. Operating and Financial Review and Prospects
Management's Discussion and Analysis
Non-IFRS Financial Measures, page 61
1. We note your discussion
of the company's use of non-IFRS financial measures at the
beginning of your MD&A
section before any discussion of the comparable IFRS
measures. This
presentation without similar discussion and analysis of the comparable
IFRS measures with
equal or greater prominence gives the non-IFRS measures more
prominence. Please
revise your discussion accordingly or move the discussion to a
location in MD&A where
the IFRS measures are presented with equal or greater
prominence. Refer to
Question 102.10 of the C&DIs on Non-GAAP Financial Measures
on the SEC's Division
of Corporation Finance website.
Rajat Marwah
Algoma Steel Group Inc.
March 10, 2023
Page 2
Overall Results, page 70
2. If your operations have experienced or are experiencing inflationary
pressures or rising
costs, please expand to identify the principal factors contributing to
the inflationary
pressures the company has experienced and clarify the resulting impact
on the company.
Please also revise to identify actions planned or taken, if any, to
mitigate inflationary
pressures.
Steel Revenue and Cost of Sales, page 71
3. We note from your disclosure on page 61 that net sales realization
(NSR) and cost per ton
of steel products sold are financial measures that are not defined as
IFRS measures. Your
steel revenue and costs of sales discussion and analysis on pages
71-73 are provided on a
non-IFRS basis without providing similar discussion and analysis of
the the comparable
IFRS measures which gives the non-IFRS measures undue prominence.
Please explain
how you presentation complies with Item(e)(1)(i)(A) of Regulation S-K
or alternatively,
revise your discussion accordingly. Refer to Question 102.10 of the
C&DIs on Non-
GAAP Financial Measures on the SEC's Division of Corporation Finance
website for
further guidance.
Notes to the Consolidated Financial Statements
Significant Accounting Policies
Revenue Recognition, page F-18
4. We note your revenue recognition policy on page F-18; however, we do not
consider the
information sufficient in meeting the disclosure objective of the
paragraph 110 of IFRS
15. The objective of the disclosure requirements is for an entity to
disclose sufficient
information to enable users of financial statements to understand the
nature, amount,
timing, and uncertainty of revenue and cash flows arising from your
contracts with
customers. Consideration should be given to the level of detail
necessary to satisfy the
disclosure objective. The information should be specific to the company
and avoid the use
of boilerplate language. In this regard, please revise to disclose
specific information
regarding your performance obligations including, but not limited to,
when you typically
satisfy your performance obligations (e.g. upon shipment, upon delivery,
etc.). Furthermore, provide disclosure regarding the methods, inputs and
assumptions used
for allocating the transaction price, including allocating returns and
allowances, trade
FirstName LastNameRajat Marwah
discounts, volume rebates discounts and other variable considerations.
Your revised
Comapany NameAlgoma
disclosure Steel Group
should comply Inc.disclosure requirements outlined
paragraph 116-129 of
with the
March IFRS 15, Page
10, 2023 as applicable.
2
FirstName LastName
Rajat Marwah
FirstName LastNameRajat
Algoma Steel Group Inc. Marwah
Comapany
March NameAlgoma Steel Group Inc.
10, 2023
March3 10, 2023 Page 3
Page
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andi Carpenter at 202-551-3645 or Jean Yu, Assistant
Chief
Accountant, at 202-551-3305 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing