Attached files
Exhibit 99.2
TRIWEST TRADING (CANADA) LTD.
Financial Statements
Years Ended December 31, 2011, 2010 and 2009
INDEPENDENT AUDITORS REPORT
To the Shareholder of Triwest Trading (Canada) Ltd.
Report on the Financial Statements
We have audited the accompanying financial statements of Triwest Trading (Canada) Ltd., which comprise the balance sheets as at December 31, 2011, December 31, 2010 and January 1, 2010 and the statements of income, retained earnings and cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises, 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.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of Triwest Trading (Canada) Ltd. as at December 31, 2011, December 31, 2010 and January 1, 2010, and the results of its operations and its cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 in accordance with Canadian accounting standards for private enterprises.
/s/ Kouri Berezan Heinrichs | ||
Edmonton, Alberta | ||
January 7, 2013 | Chartered Accountants |
TRIWEST TRADING (CANADA) LTD.
Balance Sheet
December 31, 2011
(In Canadian Dollars)
December 31, 2011 |
December 31, 2010 |
January 1, 2010 and December 31, 2009 |
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ASSETS |
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CURRENT: |
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Accounts receivable (Note 4) |
$ | 23,098,940 | $ | 19,751,076 | $ | 16,452,887 | ||||||
Inventory |
38,396,801 | 26,537,290 | 17,475,387 | |||||||||
Prepaid expenses and sundry assets |
371,507 | 318,607 | 214,964 | |||||||||
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61,867,248 | 46,606,973 | 34,143,238 | ||||||||||
PROPERTY, PLANT AND EQUIPMENT (Note 5) |
1,042,459 | 694,735 | 568,798 | |||||||||
LONG TERM INVESTMENTS (Note 6) |
53,631 | 53,631 | 53,631 | |||||||||
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$ | 62,963,338 | $ | 47,355,339 | $ | 34,765,667 | |||||||
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LIABILITIES |
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CURRENT: |
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Bank indebtedness (Note 7) |
$ | 12,930,771 | $ | 9,047,206 | $ | 3,756,128 | ||||||
Accounts payable and accrued liabilities |
22,105,364 | 18,482,230 | 14,866,476 | |||||||||
Income taxes payable |
860,052 | 645,025 | 1,528,049 | |||||||||
Current portion of long term debt (Note 8) |
613,307 | 600,000 | 600,000 | |||||||||
Current portion of promissory note (Note 10) |
| 381,465 | 381,465 | |||||||||
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36,509,494 | 29,155,926 | 21,132,118 | ||||||||||
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LONG TERM DEBT (Note 8) |
1,004,665 | 1,500,000 | 2,100,000 | |||||||||
DUE TO SHAREHOLDER (Note 9) |
19,448,580 | 11,868,580 | 7,410,925 | |||||||||
PROMISSORY NOTE (Note 10) |
| | 381,465 | |||||||||
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20,453,245 | 13,368,580 | 9,892,390 | ||||||||||
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56,962,739 | 42,524,506 | 31,024,508 | ||||||||||
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SHAREHOLDERS EQUITY |
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Share capital (Note 11) |
100 | 100 | 100 | |||||||||
Retained earnings |
6,000,499 | 4,830,733 | 3,741,059 | |||||||||
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6,000,599 | 4,830,833 | 3,741,159 | ||||||||||
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$ | 62,963,338 | $ | 47,355,339 | $ | 34,765,667 | |||||||
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CONTINGENT LIABILITY (Note 12) LEASE COMMITMENTS (Note 13) SUBSEQUENT EVENTS (Note 14)
3
TRIWEST TRADING (CANADA) LTD.
Statements of Income
Years Ended December 31, 2011, 2010 and 2009
(In Canadian Dollars)
2011 | 2010 | 2009 | ||||||||||
SALES |
$ | 181,777,897 | $ | 138,411,203 | $ | 102,100,454 | ||||||
COST OF SALES |
147,632,991 | 112,834,960 | 83,641,770 | |||||||||
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GROSS PROFIT |
34,144,906 | 25,576,243 | 18,458,684 | |||||||||
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EXPENSES |
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Advertising and promotion |
325,299 | 215,957 | 189,759 | |||||||||
Amortization |
298,721 | 212,709 | 184,493 | |||||||||
Automotive |
370,820 | 328,302 | 332,735 | |||||||||
Bad debts |
348,494 | 789,716 | 535,280 | |||||||||
Business taxes, licenses and memberships |
295,279 | 279,564 | 237,853 | |||||||||
Insurance |
324,899 | 291,493 | 225,974 | |||||||||
Interest and bank charges (Note 9) |
2,519,749 | 1,038,512 | 607,357 | |||||||||
Interest on long term debt |
269,869 | 369,425 | 182,502 | |||||||||
Office |
538,943 | 623,912 | 441,156 | |||||||||
Professional fees |
78,238 | 51,964 | 105,383 | |||||||||
Rent |
3,797,834 | 2,986,407 | 1,998,584 | |||||||||
Repairs and maintenance |
336,782 | 222,964 | 183,107 | |||||||||
Salaries and benefits |
11,491,002 | 9,157,519 | 6,365,256 | |||||||||
Shipping and warehouse |
263,278 | 179,543 | 138,473 | |||||||||
Sub-contracts |
84,371 | 30,328 | 61,245 | |||||||||
Travel |
927,025 | 509,164 | 717,966 | |||||||||
Utilities |
578,217 | 510,947 | 393,854 | |||||||||
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22,848,820 | 17,798,426 | 12,900,977 | ||||||||||
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INCOME FROM OPERATIONS |
11,296,086 | 7,777,817 | 5,557,707 | |||||||||
OTHER INCOME |
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Gain (loss) on disposal of equipment |
2,171 | 175 | (3,730 | ) | ||||||||
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INCOME BEFORE INCOME TAXES |
11,298,257 | 7,777,992 | 5,553,977 | |||||||||
INCOME TAX EXPENSE |
3,128,491 | 2,288,318 | 1,608,616 | |||||||||
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NET INCOME |
$ | 8,169,766 | $ | 5,489,674 | $ | 3,945,361 | ||||||
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4
TRIWEST TRADING (CANADA) LTD.
Statement of Retained Earnings
Years ended December 31, 2011, 2010 and 2009
(In Canadian Dollars)
2011 | 2010 | 2009 | ||||||||||
RETAINED EARNINGS - BEGINNING OF YEAR |
$ | 4,830,733 | $ | 3,741,059 | $ | 2,795,698 | ||||||
NET INCOME FOR THE YEAR |
8,169,766 | 5,489,674 | 3,945,361 | |||||||||
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13,000,499 | 9,230,733 | 6,741,059 | ||||||||||
DIVIDENDS |
(7,000,000 | ) | (4,400,000 | ) | (3,000,000 | ) | ||||||
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RETAINED EARNINGS - END OF YEAR |
$ | 6,000,499 | $ | 4,830,733 | $ | 3,741,059 | ||||||
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5
TRIWEST TRADING (CANADA) LTD.
Statements of Cash Flows
Years Ended December 31, 2011, 2010 and 2009
(In Canadian Dollars)
2011 | 2010 | 2009 | ||||||||||
OPERATING ACTIVITIES |
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Net income |
$ | 8,169,766 | $ | 5,489,674 | $ | 3,945,361 | ||||||
Items not affecting cash: |
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Amortization |
298,721 | 212,709 | 184,493 | |||||||||
Loss (gain) on disposal of equipment |
(2,171 | ) | (175 | ) | 3,730 | |||||||
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8,466,316 | 5,702,208 | 4,133,584 | ||||||||||
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Changes in non-cash working capital |
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Accounts receivable |
(3,347,864 | ) | (3,298,189 | ) | (6,931,196 | ) | ||||||
Inventory |
(11,859,511 | ) | (9,061,903 | ) | (7,133,290 | ) | ||||||
Accounts payable and accrued liabilities |
3,623,132 | 3,615,754 | 6,239,274 | |||||||||
Income taxes |
215,027 | (883,024 | ) | 919,165 | ||||||||
Prepaid expenses and sundry assets |
(52,900 | ) | (103,643 | ) | (132,028 | ) | ||||||
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(11,422,116 | ) | (9,731,005 | ) | (7,038,075 | ) | |||||||
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Cash flow used by operating activities |
(2,955,800 | ) | (4,028,797 | ) | (2,904,491 | ) | ||||||
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INVESTING ACTIVITIES |
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Purchase of equipment |
(670,573 | ) | (346,347 | ) | (400,606 | ) | ||||||
Proceeds on disposal of equipment |
26,301 | 7,875 | 9,924 | |||||||||
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Cash flow used by investing activities |
(644,272 | ) | (338,472 | ) | (390,682 | ) | ||||||
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FINANCING ACTIVITIES |
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Dividends paid |
(7,000,000 | ) | (4,400,000 | ) | (3,000,000 | ) | ||||||
Bank indebtedness |
3,883,565 | 5,291,078 | (906,753 | ) | ||||||||
Advances from shareholder |
7,580,000 | 4,457,656 | 4,828,391 | |||||||||
Proceeds from long term financing |
121,136 | | 3,000,000 | |||||||||
Repayment of long term debt |
(603,164 | ) | (600,000 | ) | (300,000 | ) | ||||||
Repayment of promissory note |
(381,465 | ) | (381,465 | ) | (326,465 | ) | ||||||
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Cash flow from financing activities |
3,600,072 | 4,367,269 | 3,295,173 | |||||||||
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INCREASE IN CASH FLOW |
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Cash - beginning of year |
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CASH - END OF YEAR |
$ | | $ | | $ | | ||||||
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6
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of accounting
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises.
Measurement uncertainty
The financial statements have been prepared by management in accordance with Canadian accounting standards for private enterprises. The precise value of many assets and liabilities is dependent on future events. As a result, the preparation of financial statements for a period involves the use of approximations which have been made using careful judgment. Actual results could differ from those approximations. The financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.
Financial instruments
Measurement of financial instruments
The entity initially measures its financial assets and liabilities at fair value, except for certain non arms length transactions. The entity subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include accounts receivable and long term investments. Financial liabilities measured at amortized cost include the bank indebtedness, accounts payable and accrued liabilities, long term debt, promissory note and due to shareholder.
Impairment
Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income.
Transaction costs
The entity recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.
Inventory
Inventory is valued at the lower of cost and net realizable value with cost being determined on the first in first out cost basis.
Supplier rebates and discounts are recognized when the vendor has applied them to the companys account.
(continues)
7
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated amortization. Property, plant and equipment are amortized over their estimated useful lives at the following rates and methods:
Warehouse equipment |
20 | % | declining balance method | |||
Motor vehicles |
30 | % | declining balance method | |||
Computer equipment |
30 | % | declining balance method | |||
Office equipment |
20 | % | declining balance method | |||
Leasehold improvements |
5 years | straight line method |
Long term investments
Long term investments are stated at cost. The investments are reduced to reflect any permanent impairment in value.
Future income taxes
Income taxes are reported using the future income tax method. Current income tax expense is the estimated income taxes payable for the current year after any refunds or the use of losses incurred in previous years. Future income taxes reflect:
| the temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the amounts used for tax purposes; |
| the benefit of unutilized tax losses that will more likely than not be realized and carried forward to future years to reduce income taxes. |
Future income taxes are estimated using the rates enacted by tax law and those substantively enacted for the years in which future income tax assets are likely to be realized, or future income tax liabilities settled. The effect of a change in tax rates on future income tax assets and liabilities is included in earnings in the period when the change is substantively enacted.
Foreign currency translation
Assets, liabilities, revenues and expenses have been translated to the currency of Canada using the following exchange rates:
i. | Cash, accounts receivable and accounts payable and accrued liabilities - at the rate in effect on the balance sheet date; |
ii. | Inventory - at the average rate in effect during the period; and |
iii. | Revenues and expenses - at the average rate in effect during the period. |
Gains and losses on translation are included in income.
(continues)
8
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Revenue recognition
Sales are recognized when the products are shipped and title passes to the customer.
2. | FIRST TIME ADOPTION OF CANADIAN ACCOUNTING STANDARDS FOR PRIVATE ENTERPRISES |
During the year the company adopted Canadian accounting standards for private enterprises. These financial statements are the first prepared in accordance with these standards. The adoption of these standards did not require restatement of the balance sheet, income statement or opening retained earnings as there were no accounting changes.
3. | FINANCIAL INSTRUMENTS |
The company is exposed to various risks through its financial instruments. The following analysis provides a measure of the companys risk exposure and concentrations at the balance sheet date.
Credit Risk
Credit risk arises from the potential that a counter party will fail to perform its obligations. The company is exposed to credit risk from customers. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The company has a significant number of customers which minimizes concentration of credit risk.
Currency Risk
Currency risk is the risk to the companys 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 risks on cash and accounts payable held in U.S. dollars because it purchases inventory in U.S. dollars. This risk is mitigated by the company maintaining a U.S. dollar bank account and purchasing futures regarding U.S. cash.
Interest Rate Risk
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. In seeking to minimize the risks from interest rate fluctuations, the company manages exposure through its normal operating and financing activities. The company is exposed to interest rate risk primarily through fluctuations in the banks prime rate on its operating line of credit as reported in Note 7.
Commodity Risk
The company is exposed to fluctuations in commodity prices for fuel and oil which impact freight costs. Commodity prices are affected by many factors including supply, demand and the Canadian to U.S. dollar exchange rate. The company had no financial hedges or price commodity contracts in place at year end.
(continues)
9
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
3. | FINANCIAL INSTRUMENTS (continued) |
Liquidity Risk
The companys exposure to liquidity risk is dependent on the sale of inventory, collection of accounts receivable, purchasing commitments and obligations or raising of funds to meet commitments and sustain operations. The company controls liquidity risk by management of working capital, cash flows and the availability of borrowing facilities.
4. | ACCOUNTS RECEIVABLE |
2011 | 2010 | 2009 | ||||||||||
Accounts receivable |
$ | 24,415,820 | $ | 21,117,246 | $ | 17,272,544 | ||||||
Allowance for doubtful accounts |
(1,316,880 | ) | (1,366,170 | ) | (819,657 | ) | ||||||
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$ | 23,098,940 | $ | 19,751,076 | $ | 16,452,887 | |||||||
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5. | PROPERTY, PLANT AND EQUIPMENT |
Cost | Accumulated amortization |
2011 net book value |
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Warehouse equipment |
$ | 1,052,357 | $ | 421,160 | $ | 631,197 | ||||||
Motor vehicles |
285,411 | 209,002 | 76,409 | |||||||||
Computer equipment |
650,747 | 548,158 | 102,589 | |||||||||
Office equipment |
163,986 | 116,076 | 47,910 | |||||||||
Leasehold improvements |
301,877 | 117,523 | 184,354 | |||||||||
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$ | 2,454,378 | $ | 1,411,919 | $ | 1,042,459 | |||||||
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Cost | Accumulated amortization |
2010 net book value |
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Warehouse equipment |
$ | 707,357 | $ | 266,881 | $ | 440,476 | ||||||
Motor vehicles |
236,582 | 180,920 | 55,662 | |||||||||
Computer equipment |
602,135 | 504,186 | 97,949 | |||||||||
Office equipment |
138,972 | 104,098 | 34,874 | |||||||||
Leasehold improvements |
132,473 | 66,699 | 65,774 | |||||||||
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$ | 1,817,519 | $ | 1,122,784 | $ | 694,735 | |||||||
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(continues)
10
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
5. | PROPERTY, PLANT AND EQUIPMENT (continued) |
Cost | Accumulated amortization |
2009 net book value |
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Warehouse equipment |
$ | 444,921 | $ | 159,070 | $ | 285,851 | ||||||
Motor vehicles |
224,832 | 157,063 | 67,769 | |||||||||
Computer equipment |
601,059 | 462,209 | 138,850 | |||||||||
Office equipment |
118,841 | 95,378 | 23,463 | |||||||||
Leasehold improvements |
93,070 | 40,205 | 52,865 | |||||||||
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$ | 1,482,723 | $ | 913,925 | $ | 568,798 | |||||||
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6. | LONG TERM INVESTMENTS |
The investment consists of shares and debentures in a U.S. private company which acts as a buying group for the purchase of tires by wholesale distributors. The investment does not represent a significant influence in the company and accordingly is recorded at cost. Interest is paid annually on the debentures at a rate of 9%. The purchase of the debenture is a requirement of utilizing the purchasing services of the buying group. The debentures are redeemable at the option of the issuer at any time at an amount equal to the issue price plus any accrued interest. No changes in the investment occurred during the year and the current market value is unavailable.
7. | BANK INDEBTEDNESS |
The company has an authorized line of credit in the amount of $25,000,000 (2010 - $20,000,000 and 2009 - $10,000,000) renewed annually. The line of credit bears interest at bank prime rate plus 1.25%, is secured by a general security agreement, a general assignment of book debts, inventory, assignment of insurance and assignments and postponements by Fab Five Ltd., 1274942 Alberta Ltd. and 1279156 Alberta Inc.
The company is required to meet certain financial covenants under its lending agreement with the bank. The company is in compliance with these covenants.
11
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
8. | LONG TERM DEBT |
2011 | 2010 | 2009 | ||||||||||
BDC loan, bearing interest at 14.7% per annum, payable in monthly payments of $50,000 plus interest, due May 15, 2014 |
$ | 1,500,000 | $ | 2,100,000 | $ | 2,700,000 | ||||||
Morguard Investments loan, bearing interest at 8% per annum, payable in monthly blended payments of $1,855, due November 1, 2018, secured by specific equipment with a net book value of $85,760 |
117,972 | | | |||||||||
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1,617,972 | 2,100,000 | 2,700,000 | ||||||||||
Amounts payable within one year |
(613,307 | ) | (600,000 | ) | (600,000 | ) | ||||||
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$ | 1,004,665 | $ | 1,500,000 | $ | 2,100,000 | |||||||
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Principal repayment terms are approximately:
2012 |
$ | 613,307 | ||
2013 |
614,411 | |||
2014 |
315,607 | |||
2015 |
16,902 | |||
2016 |
18,305 | |||
Thereafter |
39,440 | |||
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$ | 1,617,972 | |||
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The BDC loan is secured by a general security agreement, an assignment and postponement of loans to the shareholder, personal guarantees from two directors for the full amount of the loan, an assignment of a life insurance policy on one of the directors and an assignment of all after acquired intangible and tangible assets relating to the companys operations in the province of Quebec. The guarantees are provided without charge.
The company is required to meet certain financial covenants under its lending agreement with the BDC. The company was in compliance with these covenants.
12
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
9. | DUE TO SHAREHOLDER |
The amount due to shareholder bears interest at 12% per annum, has no fixed terms of repayment and is unsecured. The shareholder has agreed to provide twelve months written notice prior to calling the loan balance, and accordingly all has been classified as long term. During the year interest was paid on the shareholder loan in the amount of $2,133,220 (2010 - $1,022,894 and 2009 - $505,438).
10. | PROMISSORY NOTE |
The promissory note is non-interest bearing and is secured by a general security agreement covering all of the assets of the company. The balance was repaid in 2011.
11. | SHARE CAPITAL |
Authorized: | ||
Unlimited | Common voting shares | |
Unlimited | Non-voting, redeemable, retractable preferred shares |
Issued | 2011 | 2010 | 2009 | |||||||||||
10,000 | Common shares | $ | 100 | $ | 100 | $ | 100 | |||||||
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12. | CONTINGENT LIABILITY |
The bank provides letters of credit to guarantee the vendor payables for imported inventory. These letters of credit are limited to $4,000,000 and are secured by the same items listed in Note 7. As of December 31, 2011 the company has utilized $361,527 (2010 - $92,854 and 2009 - $290,140) of the available limit.
13. | LEASE COMMITMENTS |
The company has several long term leases with respect to its premises. The leases contain renewal options and provide for payment of utilities, property taxes and maintenance costs. Future minimum lease payments as at December 31, 2011 are as follows:
2012 |
$ | 2,470,797 | ||
2013 |
2,381,098 | |||
2014 |
2,297,746 | |||
2015 |
2,136,780 | |||
2016 |
1,249,699 | |||
Thereafter |
2,231,858 | |||
|
|
|||
$ | 12,767,978 | |||
|
|
13
TRIWEST TRADING (CANADA) LTD.
Notes to Financial Statements
Year Ended December 31, 2011
14. | SUBSEQUENT EVENTS |
Subsequent to year end the company finalized a lease agreement with a company related through common ownership. The company has agreed to lease premises in Quebec City for monthly payments of $24,250 plus operating costs and relevant sales tax until June 30, 2015 and then $27,556 plus operating costs and relevant sales tax until the expiry of the agreement on June 30, 2020. This lease is not reflected in Note 13 above.
On November 20, 2012, the companys term loan with BDC as described in Note 8 was paid in full. The principal outstanding on that date was $950,000 and bonus interest and early payout penalty paid in accordance with the terms of the loan was $839,807.
On November 30, 2012, the common shares of the company were purchased by ATD Acquisition Co. V Inc. (Canada Acquisition), a newly formed direct wholly-owned Canadian subsidiary of American Tire Distributors, Inc. (ATDI), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc. (Holdings). Proceeds of the sale included payment of all shareholder loans.
In connection with the acquisition on November 30, 2012, Holdings amended and restated its credit facility (as amended and restated, the Sixth Amended and Restated Credit Agreement) in order to provide for borrowings under the agreement by Canada Acquisition (the Canadian Tranche). The Canadian Tranche provides for revolving loans available only to Canada Acquisition in an aggregate amount equal to $60.0 million, subject to a Canadian borrowing base. The maturity date for the Canadian Tranche is November 16, 2017 or March 1, 2017 as determined by the outstanding aggregate principal amount of ATDIs Senior Secured Notes on March 1, 2017. Holdings is a guarantor of Canada Acquisitions obligations under the Canadian Tranche.
On November 30, 2012 the company ended its distribution relationship with one of its suppliers and paid all obligations due to the supplier totaling approximately $4.8 million.
15. | RELATED PARTY TRANSACTIONS |
Included in cost of sales is $3,686,543 (2010 - $nil and 2009 - $nil) of freight expense to a related company. Of this amount, $447,784 is included in accounts payable and accrued liabilities. This company is related by virtue of common shareholders. 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.
16. | COMPARATIVE FIGURES |
Some of the comparative figures have been reclassified to conform to the current year presentation
14