Attached files
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EXCEL - IDEA: XBRL DOCUMENT - TETRA TECHNOLOGIES INC | Financial_Report.xls |
8-K/A - FORM 8-K/A - TETRA TECHNOLOGIES INC | tti8k-20121011.htm |
EX-99 - EXHIBIT 99.3 - TETRA TECHNOLOGIES INC | tti8k-ex99_3.htm |
EX-23 - EXHIBIT 23.1 - TETRA TECHNOLOGIES INC | tti8k-ex23_1.htm |
EX-99 - EXHIBIT 99.1 - TETRA TECHNOLOGIES INC | tti8k-ex99_1.htm |
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Balance Sheet
March 31, 2012
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Income
(Denominated in Canadian Dollars)
(Unaudited)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Retained Earnings and Non-controlling Interest
(Denominated in Canadian Dollars)
(Unaudited)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Cash Flows
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Notes to Consolidated Financial Statements
Six Month Period Ended March 31, 2012
(Denominated in Canadian Dollars)
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business
Greywolf Production Systems Inc. (the "Company") is incorporated under the Business Corporations Act of Alberta. Greywolf Production Systems Ltd. is incorporated under the Colorado Business Corporations Act. The companies provide well production services to the Canadian and American oil and gas industry.
Equipment
Equipment is stated at cost less accumulated amortization. Property and equipment are amortized over their estimated useful lives at the following rates and methods:
Computer equipment |
55% |
declining balance method |
Computer software |
100% |
declining balance method |
Furniture and fixtures |
20% |
declining balance method |
Office trailers |
20% |
declining balance method |
Other equipment |
15‑20% |
declining balance method |
Production equipment |
20% |
declining balance method |
Vehicles |
30% |
declining balance method |
Amortization is recorded at half the stipulated rate in the year of acquisition.
Future income taxes
The liability method of tax allocation is used in accounting for income taxes. Under this method, future tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities, and measured using the substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Revenue recognition
Test revenue is recognized as service contracts are completed and all the following criteria are met: persuasive evidence of an arrangement exists, performance of the service has occurred, price to the customer is fixed or determinable, and collectability is reasonably assured.
Basis of accounting
The financial statements have been prepared using Canadian accounting standards for private enterprises.
Basis of consolidation
These financial statements include the accounts of Greywolf Production Systems Inc. and its variable interest entity "VIE" Greywolf Productions Systems Ltd. and its subsidiary 1554531 Alberta Ltd. Greywolf Productions Systems Ltd. is considered a VIE as Greywolf Production Systems Inc. holds a variable interest in Greywolf Production Ltd. through a large intercompany debt owed to Greywolf Productions Inc. and Greywolf Productions Systems Ltd. does not have sufficient equity to support its operations without additional financial support. All intercompany balances, transactions, income and expenses, profits or losses have been eliminated on consolidation. Profit for the period that is attributable to non‑controlling interests is calculated based on the ownership of the non‑controlling interest.
Foreign currency translation
Accounts in foreign currencies have been translated into Canadian dollars using the current method. Under this method, monetary assets and liabilities and non‑monetary assets and liabilities have been translated at the year end exchange rate. Revenues and expenses have been translated at the average rates of exchange during the year.
Measurement uncertainty
The preparation of consolidated financial statements in conformity with Canadian accounting standard for private enterprises requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Such estimates are periodically reviewed and any adjustments necessary are reported in earnings in the period in which they become known. Actual results could differ from these estimates.
2. FIRST TIME ADOPTION OF ACCOUNTING STANDARDS FOR PRIVATE ENTERPRISES
Effective October 1, 2011, the Company adopted the requirements of the new accounting framework, Canadian Accounting Standards for Private Enterprises (ASPE) or Part II of the requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook ‑ Accounting. These are the Company's first financial statements prepared in accordance with this framework and the transitional provisions of Section 1500, First‑time Adoption have been applied. Section 1500 requires retrospective application of the accounting standards with certain elective exemptions and retrospective exceptions. The accounting policies set out in Note 1 ‑ Summary of Significant Accounting Policies have been applied in preparing the financial statements for the period ended March 31, 2012, the comparative information presented in these financial statements for the year ended September 30, 2011, six month period ended March 31, 2011 and in the preparation of an opening ASPE balance sheet at the date of transition of October 1, 2010.
The Company issued financial statements for the year ended September 30, 2011 using generally accepted accounting principles prescribed by the CICA Handbook ‑ Accounting Part V ‑ Pre‑changeover Accounting Standards. The adoption of ASPE resulted in no adjustments to the previously reported assets, liabilities, equity, net income and cash flows of the company.
The following exemptions were used at the date of transition to Canadian accounting standards for private enterprises:
Related party transactions
The Company elected to not restate assets or liabilities related to transactions with related parties when the related party transactions occurred prior to the date of transition to accounting standards for private enterprises.
Business combinations
The Company elected not to apply Section 1582, Business Combinations retrospectively to past business combinations prior to the date of transition.
3. FINANCIAL INSTRUMENTS RISK
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations; if there is a concentration of transactions carried out with the same counterparty; or of financial obligations which have similar economic characteristics such that they could be similarly affected by changes in economic conditions. The Company’s financial instruments that are exposed to concentrations of credit risk relate primarily to the accounts receivable from companies that operate in the oil and gas industry. Nine customers account for 64% (2011 ‑ six customers accounted for 63%) of accounts receivable.
Fair Value
The Company as part of its operations carries a number of financial instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments. Except for the fair value of the amounts due to or from related parties, the fair values of these financial instruments approximate their carrying values unless otherwise noted. It is not practical to determine the fair value of amounts due to related parties as there is no comparable market value.
Currency Risk
Currency risk is the risk to the Company's earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company is exposed to foreign currency exchange risk on cash and loan receivable, held in US dollars and the net result of the subsidiary whose functional currency is in US dollars. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
Interest Rate
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to this risk through its loans receivable, bank indebtedness, and long term debt. The Company holds bank indebtedness and long term debt with variable interest rates and long‑term debt at fixed interest rates which involves risks of default on interest and principal and price changes due to, without limitation, such factors as interest rates and general economic conditions.
4. EQUIPMENT
During the 2012 period, equipment was acquired at an aggregate cost of $587,468 (year ending September 2011 ‑ $4,222,258) of which $35,570 (2011 ‑ $359,635) was acquired by means of finance contracts and loans and the remaining balance was paid in cash.
5. LOANS RECEIVABLE
6. DUE FROM RELATED PARTIES
Amounts due from related parties are non‑interest bearing and has no set terms of repayment.
7. BANK INDEBTEDNESS
The Company has an approved line of credit for $5,000,000 which bears interest at prime plus 1.65%. Prime rate as at March 31, 2012 was 3.00% (September 30, 2011 ‑ 3.00%).
The credit facility agreement contains a certain covenant regarding a minimum tangible net worth that must be respected at all times. Capital expenditures for the year must also not exceed $1,000,000 per annum without the bank's prior approval.
The above bank indebtedness is secured by a general security agreement over all assets of the company and postponements and guarantees by the shareholders.
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Included in accounts payable and accrued liabilities are government remittances payable of $1,053,799 (2011 ‑ $81,929).
9. LONG TERM DEBT
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $1,300. The loan matures on February 23, 2015. |
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28,164 |
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35,004 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $930. The contract matures on May 20, 2015. |
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32,130 |
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36,674 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $682. The contract matures on June 30, 2015. |
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23,972 |
|
|
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27,242 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $790. The contract matures on October 30, 2015. |
|
30,513 |
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34,278 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $744. The loan matures on November 10, 2015. |
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29,333 |
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32,862 |
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Finance contract loan bearing interest at 6.59% per annum, repayable in monthly blended payments of $913. The loan matures on December 6, 2014. |
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27,481 |
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31,969 |
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Loan bearing interest at 0% per annum, repayable in monthly blended payments of $13,333. The loan matures on December 1, 2013 and is secured by assets of the Company. |
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120,000 |
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200,000 |
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Loan bearing interest at 0% per annum, repayable in monthly blended payments of $30,000. The loan matures on September 1, 2012 and is secured by assets of the Company. |
|
180,000 |
|
|
|
360,000 |
|
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|
|
|
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Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933. The loan matures on May 26, 2013. |
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12,409 |
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|
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17,371 |
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Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933. The loan matures on May 26, 2013. |
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12,409 |
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|
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17,371 |
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Finance contract payable bearing interest at 6.59% per annum, repayable in monthly blended payments of $1,351. The loan matures on October 21, 2014. |
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38,417 |
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45,134 |
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Finance contract payable bearing interest at 6.49% per annum, repayable in monthly blended payments of $810. The loan matures on July 8, 2015. |
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29,070 |
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32,917 |
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Finance contract loan bearing interest at 6.91% per annum, repayable in monthly blended payments of $970. The loan matures on May 25, 2014. |
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23,856 |
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28,269 |
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Finance contract loan bearing interest at 7% per annum, repayable in monthly blended payments of $634. The loan matures on May 25, 2014. |
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15,252 |
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18,456 |
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Finance contract loan bearing interest at 9.05% per annum, repayable in monthly blended payments of $2,779. The loan matures on April 8, 2013. |
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34,290 |
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49,021 |
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Finance contract loan bearing interest at 6.74% per annum, repayable in monthly blended payments of $1,315. The loan matures on September 9, 2012. |
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7,741 |
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15,241 |
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Finance contract loan bearing interest at 7.57% per annum, repayable in monthly blended payments of $1,124. The loan matures on May 29, 2014. |
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26,937 |
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32,568 |
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Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679. The loan matures on June 30, 2015. |
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23,868 |
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27,123 |
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Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679. The loan matures on June 30, 2015. |
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23,868 |
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27,123 |
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Finance contract loan bearing interest at 5.58% per annum, repayable in monthly blended payments of $734. The loan matures on October 26, 2015. |
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28,350 |
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31,849 |
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Finance contract loan bearing interest at 5.79% per annum, repayable in monthly blended payments of $832. The loan matures on December 25, 2015. |
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32,872 |
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Finance contract loan repaid during the year. |
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16,331 |
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1,898,044 |
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3,091,432 |
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Amounts payable within one year |
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(1,548,946) |
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(2,620,714) |
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$ |
349,098 |
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$ |
470,718 |
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Principal repayment terms are approximately:
2013 |
$ |
1,548,946 |
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2014 |
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181,990 |
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2015 |
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132,462 |
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2016 |
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34,646 |
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$ |
1,898,044 |
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The credit facility agreement for certain loans contain a
certain covenant regarding a minimum tangible net worth that must be respected
at all times. Capital expenditures for the year must also not exceed $1,000,000
per annum without the bank's prior approval.
The above loans are secured by production equipment with a net book value of $8,849,866, vehicles with a net book value of $883,431 a general security agreement over all assets and postponements and guarantees by the shareholders.
10. DUE TO SHAREHOLDERS
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March 31, 2012 |
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September 30, 2011 |
||||
Non‑interest bearing loans |
$ |
3,821,825 |
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$ |
1,818,593 |
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Interest bearing loans |
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1,246,436 |
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1,258,436 |
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$ |
5,068,261 |
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$ |
3,077,029 |
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The initial amounts due to shareholders are non‑interest bearing and have no set repayment terms. There are two loans advanced for a total of $1,246,436 which bear interest compounded annually at prime plus 2%.
11. CONTINGENT LIABILITIES
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the guarantee. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.
The Company is the co‑defendant named in litigation regarding an accident involving a motor vehicle owned by the Company. At this time we are unable to estimate the amount of any possible claims. Management feels that insurance will cover any possible claims and any possible amounts in excess of insurance coverage will be recorded as incurred.
The Company is the co‑defendant named in litigation regarding an incident at a well site. At this time we are unable to estimate the amount of any possible claims. Management feels that insurance will cover any possible claims and any possible amounts in excess of insurance coverage will be recorded as incurred.
The Company has guaranteed the indebtedness of Valhalla Industries Ltd, a company in which two shareholders of the Company have a controlling interest. The loans are secured by mortgages and second charges on several pieces of property. The balance of the loans at March 31, 2012 is $3,087,400.
12. LEASE COMMITMENTS
The Company has long term leases with respect to its vehicles and its US and Calgary premises. The leases for the US premises contain renewal options. Under the leases the Company is required to pay a base rent of $14,233 per month plus provide for payment of utilities and maintenance costs. Future minimum lease payments as at March 31, 2012, are as follows:
2013 |
$ |
176,376 |
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2014 |
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139,661 |
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2015 |
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53,894 |
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2016 |
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54,176 |
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2017 |
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54,176 |
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Thereafter |
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4,514 |
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$ |
482,797 |
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13. SHARE CAPITAL
Authorized:: |
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Unlimited |
Class "A", "B" and "C" voting common |
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shares |
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Unlimited |
Class "D" non‑voting common shares |
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Unlimited |
Class "E" preferred shares, entitled to 6% |
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cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears |
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Unlimited |
Class "F" preferred shares, entitled to 6% |
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cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears |
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Unlimited |
Class "G" non‑voting preferred shares, |
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entitled to dividends when declared before Classes A to D, but not before Classes E and F |
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March 31, 2012 |
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September 30, 2011 |
||||
Issued: |
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899 |
Class "A" common shares |
$ |
899 |
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$ |
899 |
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164 |
Class "D" common shares |
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1,262,000 |
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1,262,000 |
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$ |
1,262,899 |
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$ |
1,262,899 |
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14. RELATED PARTY TRANSACTIONS
The following is a summary of the Company's related party transactions:
These transactions are in the normal course of operations
and are measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties. Management has concluded
that it is not practical to determine the fair value of related party loans as
there is no comparable market data.
Included in accounts receivable at period end is $0 (2011
‑ $18,400) for goods and services provided to Valhalla Industries Ltd.
Included in accounts payable at period end is $25,200 (2011 ‑ $7,350) for
goods and services received from Valhalla Industries Ltd.
In February 2010 Greywolf Production Systems Inc. purchased the shares of Greywolf Production System Ltd. for cash consideration of $732,650. During the September 30, 2011 year end Greywolf Production Systems Inc. transferred ownership of Greywolf Production Systems Ltd. to related individuals for proceeds of $732,650 in exchange for a loan receivable (Note 4). The difference between these proceeds and the carrying amount of the net assets associated with the company resulted in an $814,499 credit to retained earnings.
15. SUBSEQUENT EVENTS
Subsequent to the year end the shareholders of the Company were in negotiations to sell substantially all of the operating equipment of the company to an unrelated arms‑length party. As part of the transaction all the operating equipment is being sold and all of the bank indebtedness and the long term debt is being paid out.
16. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
1) Significant accounting policies
a) Recent US accounting pronouncements
i) Fair Value Measurements
In May 2011, the FASB provided amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRS). The amendments provide clarification and / or additional requirements relating to the following:
a) application of the highest and best use and valuation premise concepts,
b) measurement of the fair value of instruments classified in an entity’s shareholders’ equity,
c) measurement of the fair value of financial instruments that are managed within a portfolio,
d) application of premiums and discounts in a fair value measurement, and
e) disclosures about fair value measurements.
These amendments will be effective prospectively for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the amendments to have a material impact on the Company’s financial position, results of operations or cash flows.
ii) Comprehensive Income
In June and December 2011, the FASB provided amendments requiring an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. We do not expect the adoption of the amendments to have a material impact on the Company’s financial statements.
2) Differences in Accounting Principles
There are no differences in accounting principles that affect the balance sheet, income statement and statement of cash flows.
17. COMPARATIVE FIGURES
Some of the comparative figures have been reclassified to conform to the current period's presentation.
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Expenses (Schedule 1)
Six Month Period Ended March 31, 2012
(Unaudited)