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Exhibit 99.1

 

Consolidated Financial Statements

 

 

For the Year Ended December 31, 2015

 



 

MANAGEMENT’S REPORT TO THE SHAREHOLDERS

 

The management of DirectCash Payments Inc. is responsible for the accompanying consolidated financial statements.  The financial statements have been prepared by management in accordance with International Financial Reporting Standards, which recognize the necessity of relying on some best estimates and informed judgments. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality. All financial information in the Management’s Discussion and Analysis is consistent with the consolidated financial statements.

 

The Audit Committee is appointed by the Board of Directors, with all of its members being independent directors.  The Audit Committee meets with management, as well as with the external auditors, to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the auditor’s report.

 

These consolidated financial statements and Management’s Discussion and Analysis have been approved by the Board of Directors based on the review and recommendation of the Audit Committee. The financial statements have been audited independently by KPMG LLP on behalf of the Company in accordance with generally accepted auditing standards.  Their report outlines the nature of their audit and expresses their opinion on the financial statements.

 

“Signed”

“Signed”

Jeffrey J. Smith

Patrick Moriarty

President & Chief Executive Officer

Chief Financial Officer

DirectCash Payments Inc.

DirectCash Payments Inc.

 

 

Calgary, Canada

 

March 22, 2016

 

 



 

 

KPMG LLP

205 5th Avenue SW

Suite 3100

Calgary AB

T2P 4B9

Telephone (403) 691-8000

Fax (403) 691-8008

www.kpmg.ca

 

INDEPENDENT AUDITORS’ REPORT

 

The Board of Directors
DirectCash Payments Inc.:

 

We have audited the accompanying consolidated financial statements of DirectCash Payments Inc. and its subsidiaries, which comprise the consolidated statements of financial position as of December 31, 2015 and December 31, 2014, and the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated 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 consolidated 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 plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 



 

 

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

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DirectCash Payments Inc. and its subsidiaries as of December 31, 2015 and December 31, 2014, and the results of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

Chartered Professional Accountants

 

March 22, 2016

Calgary, Canada

 

2



 

DirectCash Payments Inc.

Consolidated Statements of Financial Position

Canadian dollar in thousands

 

As at:

 

Notes

 

December 31, 2015

 

December 31, 2014

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash in circulation

 

18

 

$

10,854

 

$

9,256

 

Cash

 

18

 

10,002

 

4,988

 

Cash in escrow

 

 

 

390

 

 

Restricted funds

 

 

 

2,317

 

6,435

 

Trade and other receivables

 

5

 

12,253

 

15,318

 

Inventories

 

6

 

14,342

 

9,547

 

Prepaid expenses

 

 

 

3,870

 

2,954

 

 

 

 

 

54,028

 

48,498

 

Non-current assets:

 

 

 

 

 

 

 

Other assets

 

 

 

292

 

309

 

Property and equipment

 

7

 

39,359

 

42,996

 

Intangible assets

 

8

 

87,471

 

114,733

 

Goodwill

 

8

 

174,191

 

167,804

 

Deferred tax asset

 

13

 

9,233

 

5,087

 

 

 

 

 

310,546

 

330,929

 

 

 

 

 

$

364,574

 

$

379,427

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Restricted funds liability

 

 

 

2,317

 

6,435

 

Trade and other payables

 

9

 

47,736

 

44,383

 

Other current liabilities

 

10

 

4,560

 

12,400

 

Current portion of long- term debt

 

12

 

9,081

 

1,461

 

 

 

 

 

$

63,694

 

64,679

 

Non-current liabilities:

 

 

 

 

 

 

 

Other liabilities

 

11

 

3,323

 

2,110

 

Long-term debt

 

12

 

207,879

 

194,946

 

Deferred tax liability

 

13

 

15,216

 

23,514

 

 

 

 

 

226,418

 

220,570

 

Shareholders’ equity:

 

 

 

 

 

 

 

Share capital

 

14

 

271,202

 

271,863

 

Shares held in trust

 

14

 

(1,926

)

(2,320

)

Contributed surplus

 

16

 

1,988

 

2,314

 

Foreign currency translation reserve

 

 

 

(7,548

)

(20,998

)

Deficit

 

 

 

(189,254

)

(156,681

)

Total Shareholders’ equity

 

 

 

74,462

 

94,178

 

 

 

 

 

$

364,574

 

$

379,427

 

 

See accompanying notes to the consolidated financial statements

Subsequent events (Note 18)

Legal matters (Note 23)

 



 

DirectCash Payments Inc.

Consolidated Statements of Operations and Comprehensive Income

Canadian dollar in thousands (except per share amounts)

 

For the year ended:

 

Notes

 

December 31, 2015

 

December 31, 2014

 

Revenue

 

 

 

$

283,713

 

$

277,090

 

Expenses

 

 

 

 

 

 

 

Cost of sales

 

 

 

147,746

 

135,576

 

Personnel expenses

 

 

 

37,190

 

38,373

 

Other expenses

 

 

 

21,611

 

20,611

 

Vault cash rental costs

 

12,19

 

10,006

 

9,490

 

Realized gain on foreign exchange

 

18

 

(1,937

)

(999

)

 

 

 

 

 

 

 

 

EBITDA

 

 

 

69,097

 

74,039

 

Acquisition-related expenses

 

4

 

 

382

 

Other loss (gains)

 

19

 

7,485

 

(3,963

)

Depreciation of property and equipment

 

7,19

 

18,312

 

16,643

 

Amortization of intangible assets

 

8,19

 

38,525

 

37,914

 

Finance costs

 

12

 

19,547

 

20,115

 

Unrealized loss on foreign exchange

 

18

 

4,828

 

260

 

Net income (loss) before income taxes

 

 

 

(19,600

)

$

2,688

 

Current income tax expense

 

13

 

1,174

 

7,463

 

Deferred income tax recovery

 

13

 

(13,505

)

(8,440

)

 

 

 

 

(12,331

)

(977

)

Net income (loss)

 

 

 

$

(7,269

)

$

3,665

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

Foreign currency translation on investments in foreign operations

 

 

 

13,450

 

(918

)

Total comprehensive income

 

 

 

$

6,181

 

$

2,747

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common shareholders

 

 

 

 

 

 

 

Basic and Diluted

 

14

 

$

(0.42

)

$

0.21

 

 

See accompanying notes to the consolidated financial statements

 



 

DirectCash Payments Inc.

Consolidated Statements of Cash Flows

Canadian dollar in thousands

 

For the year ended:

 

Notes

 

December 31, 2015

 

December 31, 2014

 

Cash provided by (used in) :

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

Net (loss) income

 

 

 

$

(7,269

)

$

3,665

 

Add (deduct) items not involving cash:

 

 

 

 

 

 

 

Income taxes

 

13

 

(12,331

)

(977

)

Unrealized loss on foreign exchange

 

18

 

4,828

 

260

 

Share-based compensation

 

16

 

807

 

1,254

 

Finance costs

 

12

 

19,547

 

20,115

 

Other

 

 

 

(806

)

(696

)

Depreciation and amortization

 

7,8

 

56,837

 

54,557

 

Changes in non-cash working capital

 

21

 

537

 

5,304

 

Paid to EPSP trustee

 

14

 

(739

)

(1,500

)

Income taxes paid, net

 

 

 

(8,542

)

(8,841

)

Net cash generated from operating activities

 

 

 

52,869

 

73,141

 

Investing:

 

 

 

 

 

 

 

Acquisition of property and equipment

 

7

 

(10,602

)

(5,594

)

Acquisition of intangible assets

 

8

 

(1,988

)

(401

)

Business and asset acquisitions, net of cash acquired

 

4

 

(7,940

)

(13,233

)

Changes in non-cash working capital

 

21

 

237

 

 

Net cash used in investing activities

 

 

 

(20,293

)

(19,228

)

Financing:

 

 

 

 

 

 

 

Repurchase of common shares

 

14

 

(661

)

 

Senior secured credit facilities fully paid

 

12

 

(77,353

)

(22,512

)

Revolving facility advances (repayments), net

 

12

 

92,947

 

(26,539

)

Interest paid

 

21

 

(16,661

)

(16,917

)

Dividends paid to shareholders

 

 

 

(25,311

)

(24,626

)

Net cash used in financing activities

 

 

 

(27,039

)

(90,594

)

Increase (decrease) in cash and cash equivalents

 

 

 

5,537

 

(36,681

)

Cash and cash equivalents, beginning of year

 

 

 

14,244

 

50,888

 

Foreign exchange gain on cash held in foreign currency

 

 

 

1,075

 

37

 

Cash and cash equivalents, end of year

 

 

 

$

20,856

 

$

14,244

 

Cash and cash equivalents is comprised of:

 

 

 

 

 

 

 

Cash in circulation

 

18

 

10,854

 

9,256

 

Cash

 

18

 

10,002

 

4,988

 

 

 

 

 

$

20,856

 

$

14,244

 

 

See accompanying notes to the consolidated financial statements

 



 

DirectCash Payments Inc.

Consolidated Statements of Changes in Equity

Canadian dollar in thousands

 

 

 

Notes

 

Share
Capital
$

 

Shares
held in trust
by EPSP
Trustee
$

 

Contributed
surplus
(current and
unvested
EPSP)
$

 

Foreign
currency
translation
reserve
$

 

Deficit
$

 

Non
controlling
interests
$

 

Total
$

 

As at December 31, 2014

 

 

 

271,863

 

(2,320

)

2,314

 

(20,998

)

(156,681

)

 

94,178

 

Net loss

 

 

 

 

 

 

 

(7,269

)

 

(7,269

)

Foreign currency translation on investments in foreign operations

 

 

 

 

 

 

13,450

 

 

 

13,450

 

Common shares buy-back

 

 

 

(661

)

 

 

 

 

 

(661

)

Share based payment transactions (“EPSP”)

 

14(c)

 

 

394

 

(326

)

 

 

 

68

 

Dividends

 

15

 

 

 

 

 

(25,304

)

 

(25,304

)

As at December 31, 2015

 

 

 

271,202

 

(1,926

)

1,988

 

(7,548

)

(189,254

)

 

74,462

 

As at December 31, 2013

 

 

 

271,863

 

(2,035

)

2,275

 

(20,080

)

(135,654

)

72

 

116,441

 

Net income

 

 

 

 

 

 

 

3,665

 

 

3,665

 

Foreign currency translation on investments in foreign operations

 

 

 

 

 

 

(918

)

 

 

(918

)

Share based payment transactions (“EPSP”)

 

14(c)

 

 

(285

)

39

 

 

 

 

(246

)

Non-controlling interest

 

 

 

 

 

 

 

22

 

(72

)

(50

)

Dividends

 

15

 

 

 

 

 

(24,714

)

 

(24,714

)

As at December 31, 2014

 

 

 

271,863

 

(2,320

)

2,314

 

(20,998

)

(156,681

)

 

94,178

 

 

See accompanying notes to the consolidated financial statements

 



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

 

1.              Corporate information

 

DirectCash Payments Inc. (“DCPayments” or the “Company”) is a publicly traded corporation incorporated and domiciled in Alberta, Canada.  The consolidated financial statements comprise those of DCPayments and its subsidiaries and wholly-owned limited and general partnerships. The Company’s registered head office is located at #6, 1420 — 28 Street N.E., Calgary, Alberta. DCPayments is a payments service business with operations in Canada, Australia, New Zealand, the United Kingdom, and Mexico. The Company’s focus is on building long term contracted recurring revenue in the merchant payments space.

 

The Company provides transaction switching and processing services on automated banking machines (“ATMs”) and for debit and credit cards and related services as well as processing and managing prepaid card programs and transactions. DCPayments deploys, operates and services ATMs in all its geographic segments. In Canada, the Company operates its Other Services business which includes payment, bank card processing and related services as well as other managed services to credit unions and financial institutions. The end-to-end payment solutions provided to credit unions and financial institutions enables these customers to outsource their payment and bank card and ATM processing and compete with services similar to those offered by larger banks.

 

On October 31, 2014 the Company, through its 100% owned subsidiary DC Payments Australasia Pty Ltd. completed an acquisition of the ATM business of Ezeatm Limited, an Australian listed public company. The acquisition included all of the assets comprising the ATM business of Ezeatm Limited (Note 4).

 

These consolidated financial statements have been prepared by management from the historical records of DCPayments and its subsidiaries.

 

2.              Basis of presentation

 

Statement of compliance

 

The consolidated financial statements for the years ended December 31, 2015 and 2014 have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

 

These consolidated financial statements were approved and authorized for issuance by the Board of Directors on March 17, 2016.

 

Basis of measurement

 

These consolidated financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost basis, except for the interest rate swap and foreign exchange contracts which are measured at fair value.

 

Additional GAAP Measure

 

DCPayments has presented earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a subtotal in its consolidated statement of operations and comprehensive income (loss). EBITDA is an important measure utilized by management in assessing the financial performance of the Company relative to its operating plans and budgets. It is also the measurement utilized by the holders of the Company’s long-term debt, as described in note 12, in calculating financial covenants. The Company has presented EBITDA prior to unrealized foreign exchange gains and losses and non-recurring other

 

1



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

gains (loss). The Company utilizes this presentation of EBITDA because it is consistent with the definitions under DCPayments’ credit facility agreement. DCPayments has also presented EBITDA prior to the deduction for acquisition-related expenses. These expenses relate only to business combinations which are complex, require the pre-approval of  the Company’s lenders and are financed utilizing long-term debt or the issue of equity or a combination thereof. Costs incurred on recurring asset acquisitions are not considered acquisition-related expenses and are included with other expenses in the consolidated statement of operations and comprehensive income.

 

Use of estimates and judgments

 

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on management’s best approximation of the amount, event or actions, actual results ultimately may differ from those estimates.

 

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the consolidated financial statements are:

 

a.              Impairment of non-financial assets

 

Impairment exists when the carrying value of an asset or cash-generating unit (“CGU”) exceeds its recoverable amount, which is the higher of (a) its fair value less costs of disposal and (b) its value in use. The fair value less costs of disposal calculation is based on available data from sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset.  The value in use calculation is based on a discounted cash flow model. The cash flows are derived from internal budgets and do not include restructuring activities that DCPayments is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. There is a certain amount of subjectivity and judgment in the CGUs determination and recoverable amount calculation. Judgments and assumptions are subject to measurement uncertainty and the impact of differences between actual and estimated amounts on the consolidated financial statements of future periods could be material.

 

b.              Income taxes

 

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.  DCPayments reviews the adequacy of these provisions at the end of the reporting period.  However, it is possible that at some future date an additional liability could result from audits by taxing authorities.  Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

 

Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assessed when they do reverse. This requires assumptions regarding future

 

2



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in profit or loss in the period in which the change occurs.

 

c.               Useful lives of long-lived assets

 

DCPayments estimates the useful lives of equipment based on the period over which the assets are expected to be available for use.  The estimated useful lives of equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant assets.  In addition, the estimation of the useful lives of equipment is based on internal technical evaluation and experience with similar assets.  It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in factors mentioned above.  The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances.  A reduction in the estimated useful lives of equipment would increase the recorded expenses and decrease the non-current assets.

 

DCPayments estimates the useful lives of contracts included in intangible assets based on the average remaining primary term of the contracts acquired and assigns an estimated retention period based on the Company’s historical information in the applicable market. It is possible, however, that future regulatory or general economic changes, among other factors, could significantly impact the estimated retention period. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances.  A reduction in the estimated useful lives of contracts would increase the recorded expenses and decrease non-current assets.  The estimated useful lives of contracts for the Australian intangible assets acquired in July 2012 were reviewed by management in Q2 2015. Based upon the review, amortization expense changed from A$5.0 million to A$7.2 million per quarter, as the useful life was adjusted by 11 months.

 

d.              Other significant areas of judgments

 

The estimates of fair value for assets acquired and liabilities assumed through a business combination and/or asset acquisition involve certain assumptions and judgments that are subject to measurement uncertainty.

 

The estimates of net realizable value of inventory involve estimating future selling prices in the applicable market and accordingly, are subject to measurement uncertainty.

 

The estimates of derivative financial instruments involve estimating future foreign exchange rates and interest rates and associated volatility and accordingly, are subject to measurement uncertainty.

 

3



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

3.              Significant accounting policies

 

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.  These policies have been consistently applied to all the years presented, unless otherwise stated.

 

There were no new or amended standards to be adopted for the year ended December 31, 2015.

 

The amounts included in accumulated other comprehensive income (loss) include only foreign exchange translation gains and losses on entities whose functional currency is other than the Canadian dollar. Amounts will be recycled into net income (loss) upon the disposition or partial disposition of the foreign operation.

 

a.              Basis of consolidation

 

Subsidiaries

 

Subsidiaries are entities controlled by DCPayments. Control exists when DCPayments has power over an investee, exposure or right to variable returns from its involvement with the investee and the ability to use its power to affect its return.  In assessing control, potential voting rights that currently are exercisable are taken into account.  The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

 

Transactions eliminated on consolidation

 

Intra-group income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.  Intra-group debts and advances are eliminated the same way as intra-group income and expenses.

 

Business combinations

 

DCPayments uses the acquisition method to account for business combinations. Goodwill is measured as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.  When the excess is negative, a bargain purchase gain is recognized immediately in the statement of operations and comprehensive income (loss).

 

DCPayments elects on a transaction-by-transaction basis whether to measure non-controlling interest at its fair value, or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date.

 

Transaction costs, other than those associated with the issue of debt or equity securities, that DCPayments incurs in connection with a business combination are expensed as incurred.

 

b.              Revenue recognition

 

Revenue from processing transactions and other services is recognized at the time the transactions are processed and the services are provided. Revenue from technology projects is typically recognized on a percentage of completion basis. In certain arrangements with customers, the Company bills and

 

4



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

receives payment in advance of the product or service being delivered. In these situations, recognition of the revenue is deferred until the product or service is delivered.

 

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when strong evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.  If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

 

c.               Leases

 

Agreements under which payments are made to owners in return for the right to use an asset for a period are accounted for as leases. Leases that transfer substantially all the risks and rewards of ownership are recognized at the commencement of the lease term as finance leases within property and equipment and liabilities at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Finance lease payments are apportioned between interest expense and a reduction of the liability.

 

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.  Payments made under operating leases (net of any incentives received from the lessor) are charged to income on a straight line basis over the term of the lease.

 

d.              Employee benefits

 

Short-term employee benefits

 

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.  A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if DCPayments has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

 

Share-based payment plans

 

The Company has an Employee Profit Sharing Plan (“EPSP”) under which it receives services from employees as consideration for cash payments paid to the EPSP plan trustee (which in turn are later used by the trustee to purchase shares of DCPayments).

 

The EPSP are required to be reported as “equity settled” plans - therefore, the accounting of the EPSP has been recorded as equity settled although DCPayments does not dilute equity or issue treasury shares as part of the EPSP (i.e. DCPayments only pays cash which the EPSP trustee uses to buy units on the open market and not from treasury).  If an EPSP participant ceases to be employed within DCPayments, either the EPSP trustee sells the participant’s unvested shares back into the market and returns the proceeds to DCPayments or the unvested shares are reallocated to remaining participants.

 

5



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

The Company records the cost of share-based payment plans to personnel expenses over the vesting period and credits contributed surplus. The related tax portion of the EPSP entitlements are expensed over the period until the tax payment is required pursuant to the terms of the plan.

 

Defined contribution plan

 

A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in income in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

 

Other long-term employment benefits

 

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Company’s obligations.

 

e.               Finance income and finance cost

 

Finance income comprises interest income on funds invested. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

 

Finance costs comprise interest expense on borrowings (e.g. credit facilities), stamping fees, facility fees, accrual of differences between amounts advanced and the principal repayable (i.e. discounted obligations) and impairment losses recognized on certain financial assets and financial liabilities.  Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. DCPayments also includes interest and penalties on income taxes in finance costs.

 

f.                Non-derivative financial instruments

 

Non-derivative financial instruments are recognized when DCPayments becomes a party to the contractual provisions of the instrument (i.e. at the date they are originated).  Financial assets are derecognized when the contractual rights to receive cash flows from the assets have expired or have been transferred and DCPayments has transferred substantially all risks and rewards of ownership.  Any interest in transferred financial assets that is created or retained by DCPayments is recognized as a separate asset or liability.  Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, DCPayments has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

6



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

At initial recognition, all financial instruments are classified in one of the following categories depending on the purpose for which the instruments were acquired:

 

Financial assets

 

Cash and cash equivalents

 

Cash and cash equivalents includes cash in circulation and operating bank balances. Cash in circulation means the aggregate amount of vault cash (cash in ATM cassettes) plus cash inventory (cash in transit from settlement networks and from armoured car carriers). Cash and cash equivalents are measured at amortized cost which approximates fair value.

 

Cash in escrow

 

The current cash in escrow includes funds for contractual holdback amounts held by legal counsel. Cash in escrow is measured at amortized cost which approximates fair value.

 

Restricted cash

 

DCPayments provides services related to prepaid debit and credit cards. DCPayments requires cash and security under its agreements with these customers for utilizing DCPayments funds and to activate these cards on behalf of the customers. Restricted cash is measured at amortized cost which approximates fair value.

 

Loans and receivables

 

Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses, with interest expense recognized on an effective yield basis. Assets in this category include trade and other receivables.

 

Financial liabilities

 

Subsequent to initial recognition, financial liabilities are measured at amortized cost using the effective interest method. Liabilities in this category include trade and other payables, long-term debt, restricted funds liability and dividends payable.  DCPayments derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.

 

Shareholders’ equity

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

 

Share capital

 

Share capital is classified as equity.  Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

 

Shares held in trust by EPSP trustee (“Trustee”)

 

DCPayments shares acquired by the Trustee under the Company’s EPSP plan which have not been completely vested to the EPSP participants (“Participants”) are classified as shares held in trust by the Trustee and are presented as a separate category of equity.  Thereafter when either EPSP shares are fully vested to a Participant, the amount attributed to the Participant as a benefit upon vesting of the

 

7



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

shares is deducted from the balance of shares held in trust by Trustee and transferred to contributed surplus.

 

g.              Derivative financial instruments

 

The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates.

 

The use of financial derivatives is governed by the Company’s policies approved by the Board of Directors, which provide principles on the use of financial derivatives consistent with the Company’s risk management strategy.

 

Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date with changes therein recognized in profit or loss. The Company does not apply hedge accounting to the derivative financial instruments.

 

h.              Inventories

 

Inventories consist primarily of ATMs, debit terminals, related spare parts and accessories held for sale, prepaid product vouchers and prepaid telecommunications as well as other prepaid products, debit and credit cards.  Inventories are measured at the lower of cost and net realizable value.  The cost of inventories is based on weighted average and includes expenditures incurred in acquiring the inventories, conversion costs and other costs incurred in bringing them to their existing location and condition.  Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

i.                 Property and equipment

 

Initial recognition and measurement

 

Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

 

The cost of equipment includes expenditures that are directly attributable to the acquisition of the asset and direct costs of readying the asset for use.  When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

 

Subsequent measurement

 

The cost of replacing part of an item of equipment is recognized as part of the carrying amount of such item, if it is probable that the future economic benefits embodied within the item will flow to DCPayments and the cost of the item can be measured reliably.  The carrying amount of the replaced part is derecognized.  The costs of the day-to-day servicing are recognized in the statement of operations as an expense as incurred.

 

Depreciation

 

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value and is provided on a straight-line basis over the estimated useful lives of each part of an item of property and equipment, since this most closely reflects the

 

8



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

expected pattern of consumption of the future economic benefits embodied in the asset.  The estimated useful lives for the current and comparatives period are as follows:

 

Assets

 

Useful lives

 

 

 

ATM equipment

 

5 years

Leased ATM equipment

 

life of lease

Debit terminal equipment

 

5 years

Automobiles

 

3 years

Building

 

10 years

Computer hardware

 

3 years

Furniture and fixtures

 

5 years

Computer software

 

2 to 5 years

Leasehold improvements

 

Life of lease

 

The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate.  Any changes are accounted for prospectively as a change in accounting estimate.

 

Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in the statement of operations.

 

j.                 Intangible assets

 

Goodwill

 

Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired business at the date of acquisition. Goodwill is tested at least annually for impairment and measured at cost less accumulated impairment losses.  Impairment losses on goodwill are not reversed.

 

Intangible assets

 

Intangible assets are primarily comprised of the cost of acquiring customer contracts and relationships. In business combinations, such contracts represent contractual rights that are separable from the entity acquired and are therefore measured separately from goodwill. Valuation of such contracts is only relevant in the case of contracts acquired by DCPayments pursuant to acquisition transactions.  The majority of the Company’s contracts arise from customers entering into the contracts directly with the Company in the first instance and have negligible costs associated with their acquisition.

 

With respect to DCPayments’ contracts, ATM and debit terminal processing contracts have an initial 5-7 year term and generally include an equivalent 5-7 year term renewal provision unless the customer terminates the contract within a specified period, and include a right of first refusal (“ROFR”) for any competing offer on renewal.  Prepaid card program management contracts have more customized provisions and have similar contract and renewal terms and ROFR provisions to those in the ATM and debit terminal processing contracts. Financial institution contracts, covering ATM management and the processing of ATM and payment card transactions, have customized provisions and typically have 5 — 7 year initial terms with renegotiation of terms upon renewal.

 

9



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

These intangibles assets are amortized on a straight-line basis over the expected life of the contract, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

 

k.              Impairment

 

Non-financial assets

 

The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.

 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”).  For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the CGU, or the group of CGUs, that is expected to benefit from the synergies of the combination. The identified CGUs for impairment testing were determined according to the criteria under IAS 36, Impairment of Assets. The Company has determined that its CGUs for the goodwill impairment test are the Americas, Australasia and Europe which reflects the lowest level at which that goodwill is monitored for internal reporting purposes.

 

The Company’s corporate assets do not generate separate cash inflows.  If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

 

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.  Impairment losses are recognized in profit or loss.  Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

 

An impairment loss in respect of goodwill is not reversed.  In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

Financial assets (including receivables)

 

DCPayments assesses, at the end of each reporting period, whether there is objective evidence that financial assets carried at amortized cost are impaired.  Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments (i.e. loss events) are considered objective evidence of impairment.  A financial asset is

 

10



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

impaired when the loss event that had a negative effect on the estimated future cash flows of that asset can be estimated reliably.

 

DCPayments considers evidence of impairment for receivables at both a specific asset and collective level.  All individually significant receivables are assessed for specific impairment.  Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

 

In assessing collective impairment DCPayments uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

 

The amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.  The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

 

l.                 Deferred rent

 

All tenant inducements are recorded as deferred rent and amortized against rent expense over the life of the initial term of the lease period.  The current portion is included in other current liabilities.

 

m.          Income tax

 

Income tax expense comprises current and deferred tax.  Income tax is recognized in the statement of operations except to the extent it relates to a business combination, to items recognized in foreign currency translation reserve or directly in equity.

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future, and for taxable temporary differences arising on the initial recognition of goodwill.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.  Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they

 

11



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

can be utilized.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

n.              Foreign currency

 

Items included in the financial statements of each DCPayments entity are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency.

 

Foreign currency transactions are translated into the appropriate functional currency using the exchange rates prevailing at the dates of the transactions.  Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.  Non-monetary assets that are measured at fair value are translated using the exchange rate at the date that the fair value was determined.

 

The results and financial position of all DCPayments entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of a foreign entity, are translated into Canadian dollars at foreign exchange rates in effect at the balance sheet date.

 

The income and expenses of foreign operations are translated into Canadian dollars at average exchange rates unless these do not approximate the foreign exchange rates in effect at the dates of the transactions in which case income and expenses are translated at the dates of the transactions.

 

Foreign exchange differences arising on the translation of the net investment in foreign entities are recognized in foreign currency translation reserve and accumulated in a separate component of equity. DCPayments treats specific intercompany loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment. Foreign exchange gains or losses on these intercompany loan balances are included in foreign currency translation reserve, net of income taxes. Foreign exchange gains or losses arising from intercompany advances that are not part of the Company’s net investment are included in income.

 

When a foreign operation is disposed of, the relevant amount in the cumulative amount of foreign currency translation differences is transferred to profit or loss as part of the gain or loss on disposal.

 

Foreign currency gains and losses are reported on a net basis.

 

o.              Earnings per share

 

Basic earnings per share (“EPS”) is calculated by dividing profit or loss attributable to common shareholders (the numerator) by the weighted average number of common shares outstanding (the denominator) during the period.  The denominator is adjusted for EPSP shares purchased and held by the EPSP Trustee.

 

12



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, and for the effects of all dilutive potential common shares.

 

p.              Segment reporting

 

An operating segment is a component of DCPayments that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components.  All operating segments’ operating results are reviewed regularly by the Company’s CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

 

q.              Cash flow statement

 

The cash flow statement is prepared using the indirect method.  Changes in statement of financial position items that have not resulted in cash flows such as translation differences, equity settled share-based payments and other non-cash items, have been eliminated for the purpose of preparing this statement.  Assets and liabilities acquired as part of a business combination are included in investing activities.  Dividends paid to ordinary shareholders, interest paid and advances and repayments of long- term debt are included in financing activities. Long-term debt includes the senior secured facilities and unsecured senior notes (note 12(a) and 12(b)) and advances and repayments have been disclosed on a net basis.

 

r.               Recent accounting pronouncements

 

Accounting Pronouncements not yet adopted

 

The following pronouncements from the International Accounting Standards Board (“IASB”) are applicable to DCPayments and will become effective for future reporting periods, but have not yet been adopted:

 

·                  IFRS 15 Revenue from Contracts with Customers - On May 28, 2014 the IASB issued IFRS 15 Revenue from Contracts with Customers.  The new standard is effective for fiscal years ending on or after December 31, 2018 and is available for early adoption. IFRS 15 will replace IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers, and SIC 31 Revenue — Barter Transactions Involving Advertising Services. The Company intends to adopt IFRS 15 in its consolidated financial statements for the annual period beginning January 1, 2018.

 

·                  IFRS 9 Financial Instruments - On July 24, 2014 the IASB issued the complete IFRS 9. IFRS 9 introduces new requirements for the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard introduces additional changes relating to financial liabilities. It also amends the impairment model by introducing a new ‘expected credit loss’ model for calculating impairment. The effective date for IFRS 9 is for annual periods beginning on or after January 1, 2018 and must be applied retrospectively with some exemptions.

 

13



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

·                  IFRS 16 Leases -  On January 13, 2016, the IASB issued IFRS 16 to replace IAS 17.  The effective date for IFRS 16 is for annual periods beginning on or after January 1, 2019 and the standard can be applied either retrospectively or prospectively. IFRS 16 will require lessees to recognize a lease liability that reflects future lease payments and a ‘right-of-use-asset’ for most lease contracts.

 

The Company does not intend to early adopt these amendments discussed above in its consolidated financial statements. The extent of the impact of adoption of these standards has not yet been determined and the Company is currently assessing the impact of adopting these pronouncements.

 

4.              Acquisition

 

a.              Business acquisitions

 

2015

 

For the year ended December 31, 2015, no business acquisition was completed by DCPayments.

 

2014

 

On October 31, 2014, DCPayments completed the acquisition of the ATM business of Ezeatm Limited in Australia (ASX:EZA). The Company acquired all of the outstanding shares of Ezeatm Services Pty Ltd. (“Eze”), a subsidiary of Ezeatm Limited together with all the ATM business assets for total consideration of A$12.8 million, subject to customary closing purchase price adjustments (the “Eze Acquisition”).

 

Eze operates ATMs across a diverse portfolio of ATM locations. A total of approximately 1,325 ATM sites and related contracts were acquired as well as the related business and staff.

 

The purchase was accounted for using the acquisition method, with DCPayments being the acquirer for accounting purposes, whereby the assets and liabilities are recorded at their fair values with the excess of the aggregate consideration over the fair value of the identifiable net assets allocated to goodwill.

 

The total purchase consideration was allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. The allocation resulted in goodwill of approximately $3.2 million, which has been assigned to the Company’s Australasia reporting segment, and is primarily attributable to the value of synergies anticipated through the combination of the Eze business with the existing Australasian operations and offices. The final allocation was as follows:

 

 

 

Cdn$

 

A$

 

Cash

 

$

240

 

$

242

 

Working capital deficiency

 

(896

)

(904

)

Property and equipment

 

2,024

 

2,042

 

Intangible assets

 

11,198

 

11,300

 

Deferred tax liability

 

(3,154

)

(3,183

)

Goodwill

 

3,237

 

3,266

 

Total

 

$

12,649

 

$

12,763

 

 

14



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

On closing, Eze had outstanding purchase orders for US$3.5 million with ATM fleet equipment suppliers. The purchase of the ATMs was completed in order for the fleet to be replaced with Europay, MasterCard and VISA (“EMV”) compliant ATMs over the ensuring two year period, with the first delivery in January, 2015.  Pursuant to the acquisition, DCPayments assumed the commitment for these purchase orders. The total purchase consideration of $12.6 million does not include this commitment. ATMs acquired and included in property and equipment will be depreciated over an average 12 month remaining life.

 

Total costs incurred in connection with the Eze Acquisition and included in acquisition-related expenses were approximately $0.4 million.

 

For the year ended December 31, 2014, the business combination resulted in the following approximate contribution to DCPayments from the date of acquisition to December 31, 2014:

 

 

 

Revenue

 

Net income 
before taxes

 

November 1, 2014 to December 31, 2014

 

$

2,781

 

$

162

 

 

Pro-forma Results

 

Had the Eze Acquisition occurred on January 1, 2014, for the year ended December 31, 2014, DCPayments estimates that pro-forma revenue and net income before taxes would have been approximately $292 million and $1.3 million, respectively. The pro-forma net income before taxes  is calculated after giving effect to the impact of fair value assessments and certain pro-forma adjustments including amortization of the acquired intangible assets and depreciation of property and equipment, but does not include any pro-forma interest adjustments. The pro-forma financial results are not necessarily indicative of the actual results that would have occurred had the transactions been completed on January 1, 2014, nor does it reflect the impact of any potential operating efficiencies, savings from expected synergies, or costs to integrate the operations. The pro-forma financial results are based on the results of the acquired business as reported by the former owners and are not necessarily indicative of the future results to be expected for the consolidated operations.

 

b.              Asset acquisitions

 

During 2015, DCPayments acquired certain Canadian, Australian and European assets of several privately held corporations engaged in ATM services for consideration of $7.9 million, net of cash acquired, subject to customary performance holdbacks and normal course purchase adjustments.

 

During 2014, DCPayments acquired certain Canadian assets of several privately held corporations engaged in ATM services for consideration of $0.7 million, subject to customary performance holdbacks and normal course purchase adjustments.

 

The majority of the assets acquired consist of ATMs and the residual rights in contracts to operate and place ATM machines at certain locations. These contracts are valued based on the remaining term of each agreement and the expected net cash flow from that agreement value is allocated to intangible assets and amortized in accordance with the Company’s policy.

 

15



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

5.              Trade and other receivables

 

Trade and other receivables are unsecured, non-interest bearing and are generally on 30-90 day terms. The analysis of trade and other receivables is as follows:

 

As at December 31:

 

2015

 

2014

 

Trade receivables

 

$

8,750

 

$

11,349

 

Loans receivable

 

1,250

 

932

 

Other receivables

 

2,253

 

2,318

 

Fair value of foreign exchange contracts

 

 

719

 

 

 

$

12,253

 

$

15,318

 

 

 

 

 

 

Neither past

 

 

 

 

 

 

 

 

 

 

 

 

 

due nor

 

Past due but not impaired

 

 

 

Total

 

impaired

 

31-60 days

 

61-90 days

 

91-120 days

 

>121 days

 

As at December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

12,253

 

$

8,525

 

$

2,144

 

$

307

 

$

722

 

$

555

 

2014

 

$

15,318

 

$

11,370

 

$

1,706

 

$

1,638

 

$

293

 

$

311

 

 

In determining the recoverability of trade and other receivables, DCPayments performs a risk analysis considering the type and age of the outstanding receivables and the credit worthiness of the counterparties.

 

6.              Inventories

 

As at December 31:

 

2015

 

2014

 

ATMs

 

$

8,149

 

$

5,224

 

Debit terminals

 

151

 

382

 

Telecommunication cards

 

49

 

53

 

Debit and credit cards

 

523

 

336

 

Parts and accessories

 

5,470

 

3,552

 

 

 

$

14,342

 

$

9,547

 

 

The amount of inventories recognized as an expense was approximately $9.1 million (2014: $7.9 million) which is recognized in cost of sales.

 

DCPayments’ entire inventory is pledged as security under a general security agreement with its secured lenders.

 

16



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

7.              Property and Equipment

 

 

 

ATM and

 

Leased

 

 

 

Office

 

 

 

 

 

 

 

debit

 

property

 

 

 

leasehold,

 

 

 

 

 

 

 

equipment

 

and

 

 

 

computer

 

 

 

 

 

 

 

and costs

 

equipment

 

Automobiles

 

& other

 

Software

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

 

$

56,887

 

$

867

 

$

2,231

 

$

14,152

 

$

14,038

 

$

88,175

 

Deployments and additions

 

6,139

 

469

 

449

 

1,104

 

922

 

9,083

 

Corporate acquisitions

 

1,594

 

 

176

 

249

 

5

 

2,024

 

Decommissioned and disposals

 

(5,741

)

(4

)

(323

)

(43

)

(3

)

(6,114

)

Foreign currency translation

 

(312

)

16

 

(8

)

(5

)

(10

)

(319

)

Balance, December 31, 2014

 

$

58,567

 

$

1,348

 

$

2,525

 

$

15,457

 

$

14,952

 

$

92,849

 

Deployments and additions

 

11,005

 

569

 

551

 

3,058

 

964

 

16,147

 

Decommissioned and disposals

 

(5,729

)

(13

)

(89

)

(12

)

(22

)

(5,865

)

Foreign currency translation

 

3,315

 

113

 

99

 

243

 

338

 

4,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

67,158

 

$

2,017

 

$

3,086

 

$

18,746

 

$

16,232

 

$

107,239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

 

$

20,230

 

$

352

 

$

1,378

 

$

9,261

 

$

5,211

 

$

36,432

 

Depreciation expense

 

11,463

 

217

 

602

 

2,008

 

2,353

 

16,643

 

Decommissioned and disposals

 

(2,370

)

 

(284

)

(1

)

 

(2,655

)

Foreign currency translation

 

(452

)

 

(21

)

(36

)

(58

)

(567

)

Balance, December 31, 2014

 

$

28,871

 

$

569

 

$

1,675

 

$

11,232

 

$

7,506

 

$

49,853

 

Depreciation expense

 

13,002

 

201

 

540

 

2,104

 

2,465

 

18,312

 

Decommissioned and disposals

 

(2,516

)

 

(15

)

 

 

(2,531

)

Foreign currency translation

 

1,700

 

83

 

77

 

134

 

252

 

2,246

 

Balance, December 31, 2015

 

$

41,057

 

$

853

 

$

2,277

 

$

13,470

 

$

10,223

 

$

67,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

$

29,696

 

$

779

 

$

850

 

$

4,225

 

$

7,446

 

$

42,996

 

At December 31, 2015

 

$

26,101

 

$

1,164

 

$

809

 

$

5,276

 

$

6,009

 

$

39,359

 

 

17



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

8.              Intangibles and goodwill

 

 

 

 

 

Prepaid

 

 

 

 

 

 

 

 

 

ATM

 

and other

 

Other

 

Total

 

 

 

 

 

Contracts

 

contracts

 

intangibles

 

intangibles

 

Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

 

$

275,823

 

$

22,559

 

$

1,425

 

$

299,807

 

$

164,883

 

Additions

 

673

 

 

396

 

1,069

 

 

Corporate acquisitions

 

11,198

 

 

 

11,198

 

3,237

 

Derecognized

 

 

 

(60

)

(60

)

 

Foreign currency translation

 

31

 

 

(4

)

27

 

(316

)

Balance, December 31, 2014

 

$

287,725

 

$

22,559

 

$

1,757

 

$

312,041

 

$

167,804

 

Additions

 

6,219

 

 

834

 

7,053

 

 

Derecognized

 

 

 

(83

)

(83

)

 

Foreign currency translation

 

12,256

 

 

173

 

12,429

 

6,387

 

Balance, December 31, 2015

 

$

306,200

 

$

22,559

 

$

2,681

 

$

331,440

 

$

174,191

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Amortization

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

 

$

137,114

 

$

22,559

 

$

387

 

$

160,060

 

$

 

Amortization expense

 

37,667

 

 

247

 

37,914

 

 

Foreign currency translation

 

(660

)

 

(6

)

(666

)

 

Balance, December 31, 2014

 

$

174,121

 

$

22,559

 

$

628

 

$

197,308

 

$

 

Amortization expense

 

37,527

 

 

998

 

38,525

 

 

Foreign currency translation

 

8,051

 

 

85

 

8,136

 

 

Balance, December 31, 2015

 

$

219,699

 

$

22,559

 

$

1,711

 

$

243,969

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2014

 

$

113,604

 

$

 

$

1,129

 

$

114,733

 

$

167,804

 

As at December 31, 2015

 

$

86,501

 

$

 

$

970

 

$

87,471

 

$

174,191

 

 

The Company completed its annual goodwill impairment test as at December 31, 2015. The recoverable amounts were greater than the carrying value and no impairment was recorded.

 

The Company utilized a discounted cash flow approach to estimate fair value (value in use). Estimated future cash flows were determined for a five year period and the terminal value was assessed based on estimated renewal assumptions on outstanding contracts. The Company applied a pre-tax discount rate to estimated cash flows in local functional currencies of between 8.2% and 8.7% (between 8.2% and 12.6% in Canadian dollars), based on the Company’s weighted average cost of capital and adjusted for each CGU for price, market and currency risk, as appropriate. 1% change to either discount rate or terminal growth rates continue to support no impairment.

 

18



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

9.   Trade and other payables

 

As at December 31:

 

2015

 

2014

 

Trade payables

 

$

24,015

 

$

25,490

 

Accrued liabilities

 

21,554

 

16,041

 

Other payables

 

2,167

 

2,852

 

 

 

$

47,736

 

$

44,383

 

 

Trade payables are non-interest bearing and are normally settled on 60 day terms excluding the balances relating to legal settlement (note 23).

 

10.       Other current liabilities

 

As at December 31:

 

2015

 

2014

 

Income tax payable and contingent tax liabilities

 

$

1,467

 

$

9,024

 

Fair value of interest rate swaps

 

 

324

 

Dividends payable

 

2,104

 

2,111

 

Other payables

 

989

 

941

 

 

 

$

4,560

 

$

12,400

 

 

11.       Other liabilities

 

As at December 31:

 

2015

 

2014

 

Fair value of interest rate swaps

 

$

2,328

 

$

1,401

 

Other payables

 

995

 

709

 

 

 

$

3,323

 

$

2,110

 

 

19



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

12.       Long-Term Debt

 

The Company’s long-term debt consists of the following:

 

 

 

Note

 

Principal

 

December 31,
2015

 

December 31,
2014

 

Revolving credit facility, due July 23, 2017

 

12(a)

 

$70.8m Cdn

 

$

70,838

 

$

 

 

 

12(a)

 

A$4.4m

 

4,434

 

 

Reducing revolving credit facility, due July 23, 2017

 

12(a)

 

A$19.0m

 

19,140

 

 

Unsecured Senior Notes, due August 8, 2019

 

12(b)

 

$125.0m Cdn

 

125,000

 

125,000

 

Minimum finance lease payments, due 2016

 

 

 

£0.1m GBP

 

120

 

260

 

Minimum finance lease payments, due 2017-2018

 

 

 

$0.7m Cdn

 

654

 

335

 

Senior secured facilities fully repaid

 

12(a)

 

 

 

 

76,978

 

Total

 

 

 

 

 

$

220,186

 

$

202,573

 

Less: interest on finance leases

 

 

 

 

 

(4

)

(16

)

Unamortized transaction costs

 

 

 

 

 

(3,222

)

(6,150

)

 

 

 

 

 

 

$

216,960

 

$

196,407

 

Current portion of long-term debt

 

 

 

 

 

(9,081

)

(2,268

)

Current portion of unamortized transaction costs

 

 

 

 

 

 

807

 

Long-term debt

 

 

 

 

 

$

207,879

 

$

194,946

 

 

a.     Senior Secured Facilities

 

In order to fund acquisition opportunities, DCPayments has established a credit facility with a syndicate of lenders (the “Syndicate”). The facility included a revolving facility and a term loan (the “Prior Credit Agreement”). On August 17, 2015 DCPayments signed an amendment and restatement of the Prior Credit Agreement dated July 23, 2012 and the subsequent amendments in 2013 and 2014.

 

Under the amended and restated credit facility dated August 17, 2015, DCPayments is subject to certain financial covenants as follows (terms as defined in the credit facility): (i) Senior Secured Debt Leverage must be less than or equal to 2.25 times EBITDA, which steps down to 2.0 times on January 1, 2016; (ii) Total Debt Leverage must be less than or equal to 3.5 times EBITDA; and (iii) the ratio of EBITDA less unfunded capital expenditures, dividends and cash taxes to interest expense and scheduled principal payments on funded debt (the “Fixed Charge Coverage Ratio”) must be greater than or equal to 1.35 times EBITDA. Debt as defined includes amounts outstanding under letters of credit and is reduced by certain cash and cash equivalents. EBITDA, as defined, is adjusted for pro-forma adjustments related to business acquisitions that occur during the relevant calculation period and certain other non-cash charges. Amounts drawn and expenses paid on the Company’s vault cash rental agreements (Note 12(c)) are not considered debt, and therefore are not applicable in making the foregoing calculations.  As at December 31, 2015, DCPayments was in compliance with all applicable covenants and ratios under the facility.

 

Until such time as the Total Debt Leverage ratio is less than or equal to 2.75, as calculated on an annual basis, the Company is required to repay outstanding advances to the extent of 50% of excess cash flow (as defined in the credit facility) for the previous year. Such repayment, if required, is due within 120 days of the Company’s year end. For the year ended December 31, 2015, there was an

 

20



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

estimated $6.7 million repayment due under this provision and this amount has been included in the current portion of long-term debt.

 

The interest rate applicable to amounts borrowed under the credit facility is based on the Prime, LIBOR or BA rates in Canada (BBSY rate in Australia) plus an applicable margin, adjusted quarterly based on the Total Debt Leverage ratio for the preceding quarter. Additionally, DCPayments is required to pay a commitment fee on the unused portion of the revolving facility.

 

Substantially all of the Company’s assets, including the shares of its material subsidiaries (as defined in the credit facility) and partnership interests are pledged to secure borrowings made under the senior facilities.

 

Term Loan

 

On August 17, 2015 the Company converted the term loans outstanding to revolving facilities, with the exception of one facility that is a reducing revolving facility.

 

The average interest rate on the Company’s Term Loan of the Prior Credit Agreement for the year ended December 31, 2015 was 5.10% on the Canadian tranche and 5.57% on the Australian dollar denominated tranche (December 31, 2014 — 5.25% and 5.95%, respectively).

 

Revolving Facility

 

On August 17, 2015 DCPayments amended its existing loan facility. The amended facility includes Cdn$115 million (including a Cdn$20 million Pounds Sterling Tranche commitment), A$15 million and A$20 million reducing revolving credit facilities (reducing approximately A$0.5 million per quarter) available for general corporate purposes, maturing July 23, 2017 of which Cdn$94.4 million was outstanding as at December 31, 2015 (December 31, 2014 - $29.8 million). As a result of the amendment, a total of approximately $1.6 million of unamortized deferred financing costs from the Prior Credit Agreement and approximately $0.4 million of financing costs were expensed as finance costs on the amendment date. The Company has posted letters of credit totalling approximately $2.0 million (US$1.0 million and A$0.6 million) in connection with third-party contracts in Canada and Australia (December 31, 2014 — $4.1 million). These letters of credit reduce the Company’s borrowing capacity under the revolving facility.

 

The average interest rate on the Company’s revolving facility of the Prior Credit Agreements for the year ended December 31, 2015 was 5.12% on the Canadian tranche and 4.76% on the Australian dollar denominated tranche (December 31, 2014 — 5.25% and 5.18%, respectively).

 

The average interest rate on the Company’s amended and restated revolving facilities since August 17, 2015 was 4.70% on the Canadian facilities and 4.79% on the Australian dollar denominated facilities.

 

b.              Unsecured Senior Notes

 

DCPayments has $125 million aggregate principal amount of seven year unsecured senior notes (the “Notes”) outstanding, maturing on August 8, 2019. The Notes are direct senior unsecured obligations ranking pari passu with all other present and future senior unsecured indebtedness of DCPayments and bear interest at 8.125% per annum, payable semi-annually on February 8th and August 8th. The Notes contain no maintenance covenants. Pursuant to the terms of the indenture, the Company is limited on the amount of restricted payments, including dividends, which it can make, such restrictions being

 

21



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

generally governed by a fixed charge coverage incurrence test and an overall restricted payments basket. The Notes are guaranteed by all of the Company’s material subsidiaries and partnerships

 

c.     Vault Cash Rental Agreements

 

DCPayments has vault cash rental agreements with large financial institutions for the supply of cash to ATMs owned by the Company in Canada, Australia and the United Kingdom. Under these agreements, cash is owned by the vault cash provider who contracts directly with or authorizes the Company, as agent, to contract with transaction acquirers, settlement agents and armoured car carriers. DCPayments does not have an ownership claim over the vault cash which is loaded into ATMs.

 

In August 2015 DCPayments amended its existing vault cash rental facility agreement in Canada. The facility limit increased from $100 million to $150 million. The agreement may be terminated by the provider or the Company with 180 days notice and expires November 1, 2018 with up to three one year renewal terms. The rental fee payable is based on the Canadian chartered bank’s prime rate less a margin.

 

Under the agreements, DCPayments pays a fee to the vault cash provider which is calculated using the total amount of vault cash in circulation at any given time and the number of notes supplied by the vault cash provider from time to time. Additionally, under the Australian agreement, the Company pays a fee for access to the available vault cash.

 

In Australia, the Company has access to up to A$250 million in vault cash with a member of the Syndicate. The agreement expires April 30, 2016 and may be extended by the provider for one year, and if not extended, the facility remains available for 90 business days to allow the Company to arrange a replacement bailment provider. The rental fee is based on the BBSY rate plus a margin and the facility fee is on a fixed rate basis.

 

In the United Kingdom the vault cash rental agreement was amended on March 1, 2015 to accommodate a new ATM management contract. Under the amended agreement, the Company has access to up to approximately £60 million in vault cash, which may be increased at the discretion of the provider for high volume months. The amended agreement expires December 31, 2016 unless terminated by either party with 6 months notice. Prior to this amendment, the Company had access to £12 to £18 million in vault cash, which may be increased at the discretion of the provider for high volume months. The rental fee is based on the Bank of England Base rate plus a margin.

 

The settlement of the cash asset and corresponding liability is through regulated clearing systems and as such a right of set-off exists. As a result of the above factors, such cash and the related obligations are not reflected in the consolidated financial statements. The amounts in circulation under these facilities was approximately $418 million and $261 million as of December 31, 2015 and December 31, 2014, respectively.  Amounts in local currency are as follows:

 

As at December 31:

 

2015

 

2014

 

Americas - Canadian dollars

 

$

114,993

 

$

81,972

 

Australasia — Australian dollars

 

$

158,880

 

$

150,276

 

Europe — GPB

 

£

70,147

 

£

20,215

 

 

22



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

d.     Finance costs

 

Year ended December 31:

 

2015

 

2014

 

Unsecured senior notes

 

$

10,156

 

$

10,156

 

Term facility

 

1,513

 

2,946

 

Revolving facility

 

2,905

 

1,836

 

Amortization of transaction costs

 

2,929

 

1,943

 

Realized loss on interest rate swaps

 

922

 

701

 

Unrealized loss on interest rate swaps

 

490

 

1,167

 

Debt carrying costs

 

578

 

772

 

Other

 

54

 

594

 

 

 

$

19,547

 

$

20,115

 

 

Debt carrying costs include primarily the commitment fee payable by the Company on the unused portion of the revolving facility. Other finance costs include interest and penalties paid or accrued on current and contingent tax obligations.

 

13.       Income tax expense (recovery)

 

The major components of income tax recovery for the years ended is as follows:

 

Year ended December 31:

 

2015

 

2014

 

Current income tax expense

 

$

1,174

 

$

7,463

 

Deferred income tax recovery

 

(13,505

)

(8,440

)

 

 

$

(12,331

)

$

(977

)

 

Income tax expense (recovery) by jurisdiction is as follows:

 

Year ended December 31:

 

2015

 

2014

 

Americas

 

$

(2,169

)

$

1,889

 

Australasia

 

(9,941

)

(941

)

Europe

 

$

(221

)

$

(1,925

)

 

Income tax recovery of approximately $1.3 million for the year ended December 31, 2015 (December 31, 2014: expense of $1.0 million) has been included in the foreign currency translation reserve.

 

23



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

A reconciliation of tax expense calculated based on the income before taxes at the statutory tax rate to the actual provision for income taxes is as follows:

 

Year ended December 31:

 

2015

 

2014

 

Net income (loss) before income tax

 

$

(19,600

)

$

2,688

 

Combined federal and provincial tax rate

 

26.0

%

25.0

%

Expected income tax expense (recovery)

 

(5,096

)

672

 

Effect of tax rates in foreign jurisdictions

 

(3,860

)

(2,035

)

Adjustments to tax expense related to prior periods

 

269

 

(246

)

Losses not recognized (recognition of previously unrecognized losses)

 

(160

)

(219

)

Tax recovery during the year

 

(4,058

)

 

Attributable income for tax purposes, net of non-deductible expenses

 

574

 

851

 

 

 

$

(12,331

)

$

(977

)

 

The tax rates used in the reconciliation above are the combined federal and provincial rates payable by DCPayments in Canada. The increase in the tax rate in 2015 is due to the Alberta corporate tax rate increasing from 10% to 12% effective July 1, 2015.

 

Deferred taxes

 

Deferred tax assets and liabilities are attributable to the following temporary differences:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognized

 

 

 

 

 

 

 

Acquired

 

Recognized

 

in other

 

 

 

 

 

Opening

 

in business

 

in profit

 

comprehensive

 

Closing

 

Year ended December 31, 2015

 

Balance

 

combination

 

or loss

 

Income or loss

 

Balance

 

Deferred tax asset

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and intangibles

 

$

(2,726

)

$

 

$

930

 

$

7

 

$

(1,789

)

Losses carried forward

 

7,972

 

 

2,467

 

 

10,439

 

Financing and share issue costs

 

344

 

 

(162

)

 

182

 

Other

 

(503

)

 

912

 

(8

)

401

 

 

 

$

5,087

 

$

 

$

4,147

 

$

(1

)

$

9,233

 

 

 

 

 

 

 

 

 

 

Recognized

 

 

 

 

 

 

 

Acquired

 

Recognized

 

in other

 

 

 

 

 

Opening

 

in business

 

in profit

 

comprehensive

 

Closing

 

Year ended December 31, 2015

 

Balance

 

combination

 

or loss

 

Income or loss

 

Balance

 

Deferred tax liability

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and intangibles

 

$

(24,837

)

$

 

$

9,301

 

$

(1,134

)

$

(16,670

)

Provisions

 

115

 

 

 

 

115

 

Other

 

1,208

 

 

57

 

74

 

1,339

 

 

 

$

(23,514

)

$

 

$

9,358

 

$

(1,060

)

$

(15,216

)

 

24



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

 

 

 

 

Acquired

 

Recognized

 

Recognized

 

 

 

 

 

Opening

 

in business

 

in profit

 

directly in

 

Closing

 

Year ended December 31, 2014

 

Balance

 

combination

 

or loss

 

equity

 

Balance

 

Deferred tax asset

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and intangibles

 

$

(2,707

)

$

 

$

(19

)

$

 

$

(2,726

)

Losses carried forward

 

7,814

 

 

158

 

 

7,972

 

Financing and share issue costs

 

836

 

 

(492

)

 

344

 

Other

 

(676

)

 

173

 

 

(503

)

 

 

$

5,267

 

$

 

$

(180

)

$

 

$

5,087

 

 

 

 

 

 

 

 

 

 

Recognized

 

 

 

 

 

 

 

Acquired

 

Recognized

 

in other

 

 

 

 

 

Opening

 

in business

 

in profit

 

comprehensive

 

Closing

 

Year ended December 31, 2014

 

Balance

 

combination

 

or loss

 

Income or loss

 

Balance

 

Deferred tax liability

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and intangibles

 

$

(29,847

)

$

(3,154

)

$

8,301

 

$

(137

)

$

(24,837

)

Losses carried forward

 

25

 

 

(26

)

1

 

 

Provisions

 

115

 

 

 

 

115

 

Other

 

880

 

 

344

 

(16

)

1,208

 

 

 

$

(28,827

)

$

(3,154

)

$

8,620

 

$

(152

)

$

(23,514

)

 

Tax loss carry forward

 

As at December 31, 2015, the Company has net operating losses carried forward of approximately $39.0 million (2014: $31.2 million), which expire after 2027.

 

14.       Share capital

 

a.              Authorized shares

 

DCPayments is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares (issuable in series). As at December 31, 2015, only common shares have been issued.

 

25



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

b.              Issued and fully paid shares

 

 

 

Number of
shares

 

Amount

 

 

 

 

 

 

 

Balance, December 31, 2013 and 2014

 

17,589,279

 

$

271,863

 

Repurchase of common shares

 

(55,000

)

(661

)

Balance, December 31, 2015

 

17,534,279

 

$

271,202

 

 

DCPayments purchased a total of 55,000 shares through a Normal Course Issuer Bid (“NCIB”). The Company is authorized to purchase up to 879,464 common shares, representing approximately 5% of the currently issued and outstanding common shares. The Company is authorized to make purchases during the period from August 4, 2015 to August 3, 2016 or such earlier time as the bid is completed or terminated at the option of DCPayments.

 

c.               Shares held in trust by EPSP Trustee

 

The cumulative balance of shares held in trust by EPSP Trustee comprises the cost of common shares held by the Trustee under the employee profit sharing plan (“EPSP”) that have not become vested to the participants.

 

As at December 31:

 

2015

 

2014

 

Balance, January 1

 

$

2,320

 

$

2,035

 

EPSP vested

 

(1,133

)

(1,215

)

Shares purchased and held by Trustee — EPSP

 

739

 

1,500

 

 

 

$

1,926

 

$

2,320

 

Number of shares held by EPSP Trustee

 

111,734

 

125,479

 

 

d.              Weighted average shares outstanding

 

Year ended December 31:

 

2015

 

2014

 

Issued common shares

 

17,589,279

 

17,589,279

 

Common share buyback under NCIB

 

(14,462

)

 

Effect of EPSP shares held in trust by Trustee

 

(118,854

)

(91,191

)

Weighted average number of shares (basic)

 

17,455,963

 

17,498,088

 

Weighted average number of shares (diluted)

 

17,455,963

 

17,589,279

 

 

26



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

15.       Dividends declared

 

The following dividends were declared by DCPayments during the periods indicated.

 

Year ended December 31:

 

2015

 

2014

 

11.5 — 12.0 cents monthly per qualifying common share

 

$

25,304

 

$

24,714

 

 

Effective with the August 2014 dividend, the dividend rate was increased from 11.5 cents per share to 12.0 cents per share. DCPayments’ policy is to pay dividends on or about the last day of each month to shareholders of record on the last business day of the preceding month. As a result, the December 2015 and 2014 dividends of approximately $2.1 million and $2.1 million, respectively, were declared and paid subsequent to the year end.

 

16.       Contributed surplus

 

The contributed surplus reserve is used to recognize the fair value of EPSP grants to employees, including key management personnel, as part of their remuneration.  When shares held in trust for plan beneficiaries subsequently vest and are released by the EPSP trustee to the plan beneficiaries, contributed surplus is transferred back to share capital.

 

Year ended December 31:

 

2015

 

2014

 

Balance, January 1

 

$

2,314

 

$

2,275

 

EPSP vested

 

(1,133

)

(1,215

)

EPSP expense recognized

 

807

 

1,254

 

Balance, December 31

 

$

1,988

 

$

2,314

 

 

Share-based compensation expense

 

Employee profit sharing plan (“EPSP”)

 

Under the terms of the EPSP, over the course of a fiscal year and within 120 days after the end of a fiscal year, DCPayments may make cash contributions to the trustee as defined under the “EPSP Agreement”. The amounts paid to the trustee are authorized by the Board of Directors, as are the determination of the eligible employees and Directors (“Participants”) who will participate in the EPSP and the amounts granted to each Participant.  The trustee purchases shares of the Company and allocates the shares so purchased to the Participants within 120 days following the end of the fiscal year.

 

EPSP shares awarded to Participants vest in three increments, with the first third vesting immediately and the other two increments on April 15 of the next two fiscal years.  Within 120 days after the end of the fiscal year to which a grant relates, DCPayments makes an additional cash contribution to tax authorities in respect of tax on behalf of the Participant.  The amount of the additional cash contribution is equal to 33% of the original contribution amount.

 

Unvested shares of those that are no longer employed are sold in the open market and the proceeds credited to the EPSP expense, or reallocated to remaining Participants.

 

27



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

The total share based compensation expensed during the year was $0.8 million (2014 -$1.3 million) and was included in personnel expenses.

 

Pursuant to the terms of the Plan, additional compensation expense of $0.2 million (2014 - $0.3 million) was recognized related to non-share based benefits.

 

17.       Related party transactions

 

The financial statements include the financial statements of DCPayments and the subsidiaries listed in the following table:

 

 

 

Country of

 

% equity interest

 

Name:

 

Incorporation:

 

2015

 

2014

 

DirectCash Management Inc.

 

Canada

 

100

%

100

%

DirectCash Canada Limited Partnership

 

Canada

 

100

%

100

%

DirectCash ATM Processing Partnership

 

Canada

 

100

%

100

%

DirectCash ATM Management Partnership

 

Canada

 

100

%

100

%

DirectCash Armoured Car Inc.

 

Canada

 

100

%

N/A

 

DirectCash USA, Inc.

 

USA

 

100

%

100

%

DC Payments Mexico S.A. de C.V.

 

Mexico

 

100

%

100

%

DSM Services S.A. de C.V.

 

Mexico

 

100

%

100

%

DirectCash Management Australia Pty Ltd.

 

Australia

 

100

%

100

%

DirectCash Payments Australia Pty Ltd.

 

Australia

 

100

%

100

%

DCP Holdings Australia Pty Ltd.

 

Australia

 

100

%

100

%

DC Payments Pty Ltd.

 

Australia

 

100

%

100

%

Processing Services Australia Pty Ltd.

 

Australia

 

100

%

100

%

Firstpoint Payments Pty Ltd.

 

Australia

 

100

%

100

%

Customers ATM Pty Ltd.

 

Australia

 

100

%

100

%

Customers Operations Pty Ltd.

 

Australia

 

100

%

100

%

DC Payments Australasia Pty Ltd.

 

Australia

 

100

%

100

%

Ezeatm Services Pty Ltd

 

Australia

 

100

%

100

%

DC Payments Prepaid Pty Ltd.

 

Australia

 

100

%

N/A

 

Customers New Zealand Ltd.

 

New Zealand

 

100

%

100

%

DC Payments NZ Limited

 

New Zealand

 

100

%

100

%

DirectCash Management UK Limited

 

United Kingdom

 

100

%

100

%

InfoCash Holdings Ltd.

 

United Kingdom

 

100

%

100

%

DC Payments UK Limited

 

United Kingdom

 

100

%

100

%

 

DirectCash Bank

 

DCPayments is party to various service and marketing agreements with DirectCash Bank (“DC Bank”), in which DCPayments provides transaction processing and technology services to DC Bank and DC Bank provides services and products to DCPayments or its customers for a fee.  All contracts are negotiated at market terms and rates.  DC Bank is indirectly owned by two of the original principals of DCPayments, who continue to maintain significant ownership in the Company.  One of DC Bank’s

 

28



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

significant shareholders (indirectly through a holding corporation) is also DCPayments’ President and CEO. Any transactions between DCPayments and DC Bank are approved by independent directors.

 

During the year ended December 31, 2015, DCPayments paid approximately $1.6 million (2014: $1.6 million) of fees to DC Bank associated with various agreements with DC Bank.  The related party balance payable to DC Bank and included in current liabilities at December 31, 2015 was approximately $0.7 million (December 31, 2014: $0.4 million).

 

On September 30, 2015 DCPayments extended its agreement (the “Agreement”) to acquire DC Bank, a Schedule 1 Canadian chartered bank, to August 15, 2016 through the acquisition of all of the issued and outstanding shares of DC Bank’s sole shareholder, 6676405 Canada Ltd. (“6676405”) for consideration of $15 million payable in the form of common shares of the Company issued from treasury at a price of $12.99 per share, which was equal to the 20 day volume-weighted average trading price of the common shares on the Toronto Stock Exchange as at the close of business on September 29, 2015. Accordingly, upon closing, the Company will issue 1,154,734 common shares to the shareholders of 6676405, subject to adjustment on account of a minimum net asset value of DC Bank as at closing. In accordance with the terms of the Agreement, the minimum net asset value of DC Bank as at closing must be approximately $7.0 million. Closing of the transaction is subject to a number of regulatory, governmental and other approvals and consents, including the approval of the Office of the Superintendent of Financial Institutions (“OSFI”) and the Toronto Stock Exchange. The Company and DC Bank have continued to provide additional information requested by OSFI in connection with their review of this transaction, and do not at this time have an expected timeline for approval. To date DCPayments has incurred and deferred third party transaction costs in the amount of $0.2 million, in respect of the Agreement. In addition to extending the Agreement to acquire DC Bank on September 30, 2015 the Company also renewed its various agreements with DC Bank until 2027.

 

Key Management Remuneration

 

Key management personnel receive compensation primarily in the form of short-term employee benefits and share-based payment awards (see note 16).  During the year, DCPayments paid key management remuneration of approximately $4.2 million (2014: $3.9 million) including total salary and bonus of $3.4 million (2014: $3.4 million) and share-based payments of $0.8 million (2014: $0.5 million). As at December 31, 2015 and 2014 DCPayments included eight individuals as key management personnel.

 

18.       Financial instruments and risk management

 

The Company’s financial instruments include its cash and cash equivalents, cash in escrow,  trade and other receivables, loans receivable, interest rate swaps, foreign exchange contracts, trade and other payables, other liabilities and long-term debt.

 

Fair value measurements for financial instruments

 

The fair values of financial instruments are determined with respect to a hierarchy that prioritizes the input to fair value measurement. The three levels of the fair value hierarchy based on the reliability of inputs are as follows:

 

29



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

·                  Level 1 - inputs are unadjusted quoted prices of identical instruments in active markets.

 

·                  Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.

 

·                  Level 3 - inputs used in a valuation technique are not based on observable market data in determining fair values of these instruments.

 

In the absence of an active market, the Company determines fair value by using valuation techniques that refer to observable market data or estimated market process. Fair values are inherently judgmental, thus the estimated fair values do not necessarily reflect amounts that would be received or paid in the case of immediate settlement of these instruments. The use of different estimations, methodologies and assumptions could have a material effect on the estimated fair value amounts.

 

The carrying value of cash and cash equivalents, cash in escrow, trade and other receivables, loans receivable, trade and other payables and other liabilities approximate their fair values due to the relatively short-term nature of these balances.

 

The following table shows the detail of cash and cash equivalents items by currency:

 

As at December 31, 2015

 

CDN

 

AUD

 

GBP

 

Other(1)

 

Total

 

Cash in circulation

 

 

 

 

 

 

 

 

 

 

 

Cash inventory

 

$

351

 

$

 

$

 

$

1,113

 

$

1,464

 

Vault cash

 

4,139

 

71

 

150

 

5,030

 

9,390

 

Other

 

 

 

 

 

 

 

 

 

 

 

Operating cash

 

4,584

 

1,986

 

2,062

 

1,370

 

10,002

 

Total cash and cash equivalents

 

$

9,074

 

$

2,057

 

$

2,212

 

$

7,513

 

$

20,856

 

 

As at December 31, 2014

 

CDN

 

AUD

 

GBP

 

Other(1)

 

Total

 

Cash in circulation

 

 

 

 

 

 

 

 

 

 

 

Cash inventory

 

$

456

 

$

 

$

 

$

1,296

 

$

1,752

 

Vault cash

 

3,792

 

67

 

63

 

3,582

 

7,504

 

Other

 

 

 

 

 

 

 

 

 

 

 

Operating cash (bank overdraft)

 

(2,309

)

471

 

5,102

 

1,724

 

4,988

 

Total cash and cash equivalents

 

$

1,939

 

$

538

 

$

5,165

 

$

6,602

 

$

14,244

 

 


(1)         Includes cash and cash equivalents held in US Dollars, Mexican Peso and New Zealand Dollars.

 

The carrying amount of long-term debt relates to borrowings under the Company’s credit facility, unsecured senior notes and obligations under finance leases. The carrying amount of borrowings under the credit facility approximates fair value since borrowings are subject to short-term floating interest rates and the spread is consistent with the Company’s current credit spreads. As at December 31, 2015, the fair value of the Company’s unsecured senior notes was approximately $126.3 million (December 31, 2014 - $127.2 million) based on best available estimated quoted price.  The fair value of the obligations under finance leases is determined by estimating future cash flows on a borrowing by borrowing basis, and discounting these future cash flows using the effective interest rate.

 

30



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

The following table shows the comparison of the carrying and fair values of the Company’s other financial instruments:

 

 

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

Level

 

Carrying
value

 

Fair
Value

 

Carrying
value

 

Fair Value

 

Interest rate swaps, liability(1)

 

2

 

$

2,328

 

$

2,328

 

$

1,725

 

$

1,725

 

Foreign exchange contracts, asset(2)

 

2

 

 

 

719

 

719

 

Long- term debt(3)

 

2

 

$

220,182

 

$

221,432

 

$

202,557

 

$

204,757

 

 


(1)         Included in other non-current liabilities and the unrealized loss is reported in finance costs.

(2)         Included in trade and other receivables and the unrealized loss is reported in unrealized loss on foreign exchange.

(3)         Includes the current and long-term portions of long-term debt before unamortized transaction costs.

 

Risk exposures

 

The Company is exposed to certain risks relating to its ongoing business operations. DCPayments’ overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on its financial performance.

 

Foreign currency risk

 

DCPayments is exposed to foreign currency fluctuations primarily as a result of its investments in Australia, the United Kingdom, Mexico and New Zealand. The Company also had outstanding revolving and reducing revolving facilities denominated in Australian dollars and owns cash in circulation in New Zealand dollars and in Mexico denominated both in Peso and US dollars.  The Company enters into foreign exchange contracts to hedge its exposure to the foreign currency risks in addition to utilizing the Australian dollar denominated debt as a natural hedge. The following table summarizes the change in the exchange rates which significantly impacted the company’s financial results for the periods presented:

 

Australian dollar

 

2015

 

2014

 

Opening rate, January 1

 

0.9479

 

0.9496

 

Closing rate, December 31

 

1.0083

 

0.9479

 

Average rate — year ended December 31

 

0.9605

 

0.9963

 

 

UK Pound Sterling

 

2015

 

2014

 

Opening rate, January 1

 

1.8071

 

1.7627

 

Closing rate, December 31

 

2.0407

 

1.8071

 

Average rate — year ended December 31

 

1.9542

 

1.8190

 

 

31



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

As at December 31, 2015, the Company did not hold any foreign exchange contracts. Subsequent to December 31, 2015 the Company entered into two Australian dollar foreign exchange contracts. The two options were entered into on February 19, 2016 and expire on December 30, 2016. The two contracts are at a fixed rate of A$0.98 and A$0.99 each at A$12.5 million for a total Australian hedge of A$25 million. The fair value of the Company’s foreign exchange contracts at December 31, 2014 was an asset of $0.7 million. The fair value of the foreign exchange contracts is based on pricing models where the inputs include forward curves, volatility estimates and discount rates (level 2 inputs).

 

A $0.01 change in the exchange rate between the Canadian and Australian dollar would have resulted in changes in net income (loss) before income taxes, foreign currency translation reserve and long-term debt (including current portion) of $0.1 million, $2.0 million and $0.2 million, respectively (2014 - $0.2 million, $2.1 million and $0.2 million, respectively).

 

The following tables discloses the Company’s realized and unrealized gains and losses, primarily attributed to Australian dollar transactions, for the periods indicated:

 

Year ended December 31:

 

2015

 

2014

 

Realized loss (gain):

 

 

 

 

 

Australian dollar currency contracts

 

$

(427

)

$

585

 

Repayment of debt denominated in Australia dollars(1)

 

(1,126

)

(1,301

)

Other foreign currency assets and liabilities

 

(384

)

(283

)

 

 

$

(1,937

)

$

(999

)

 

Year ended December 31:

 

2015

 

2014

 

Unrealized loss (gain):

 

 

 

 

 

Australian and US dollar currency contracts

 

$

719

 

$

(764

)

Debt denominated in Australia dollars(1)

 

3,992

 

1,021

 

Other foreign currency assets and liabilities

 

117

 

3

 

 

 

$

4,828

 

$

260

 

 


(1)         Includes foreign exchange on both the term loan and revolving credit facility from the Prior Credit Agreement (Note 12) and on intercompany balances between the Company and its Australian subsidiary which are designated as short term in nature and translated through net income (loss).

 

Interest rate risk

 

Interest rate risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

 

DCPayments is exposed to interest rate risk on its credit facility which is subject to variable interest rate provisions. The Company has not entered into interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations on this facility.

 

The Company is also exposed to interest rate risk on its vault cash rental facilities. As at December 31, 2015 the Company held two interest rate swaps to mitigate the risk on its Australian dollar denominated vault cash rental facilities:

 

32



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

 

 

Current face

 

As at December 31, 2015

 

Maturity Date

 

Value ($A)

 

Fixed BBSY rate

 

Liability

 

September 28, 2018

 

$

50,000

 

3.20

%

$

(793

)

February 27, 2018

 

50,000

 

2.75

%

(1,535

)

Total

 

$

100,000

 

 

 

$

(2,328

)

 

On February 19, 2016, the Company entered into an interest rate swap over the A$35 million debt facilities in Australia at a fixed rate of 2.98%, for a term of three years to mitigate interest rate risk.

 

As at December 31, 2015, the fair value of the Company’s interest rate swaps was a liability of approximately $2.3 million (December 31, 2014 — liability of $1.7 million). The fair value of the interest rate swaps is based on pricing models where the inputs include forward curves, volatility estimates and discount rates (level 2 inputs).

 

For the year ended December 31, 2015, if underlying market interest rates had increased/decreased by 1% with all other variables held constant, net income (loss) before income taxes would have been approximately $0.9 million higher/lower for finance costs and vault cash rental costs (2014: $0.3 million higher/lower).

 

Credit risk

 

Credit risk is the risk of an unexpected loss if a counterparty fails to meet its contractual obligations. The carrying amount of the financial assets represents the maximum credit exposure.

 

Credit exposures can arise, normally for a short period of time as the Company depends on its customers to pay for products and services. DCPayments’ contracts typically provide for the ability to settle ATM and point of sale transactions directly to the benefit of the Company, which substantially reduces the credit risk of trade and loans receivable. As at December 31, 2015, the total provision for uncollectible amounts was $1.0 million and the Company had $1.3 million in outstanding trade receivables over 90 days that it considers not be impaired (2014 - $0.8 million and $0.6 million, respectively).

 

DCPayments typically also has the contracted ability to require funds to be paid by the customer in advance of funding a prepaid card in the prepaid products line of business. DCPayments is potentially exposed to credit risk on its restricted funds. The Company limits its exposure to credit risk by holding liquid securities with a regulated financial institution.  Given the current standing of the regulated financial institution, the Company believes that the risk of default on these deposit obligations to be minimal.

 

Cash consists of bank balances placed primarily with financial institutions with strong investment grade ratings which management believes the risk of loss to be remote. Any foreign currency or interest rate derivatives entered into are with major financial institutions in Canada, Mexico, Australia, New Zealand as well as the United Kingdom.

 

Liquidity risk

 

DCPayments may be exposed to liquidity risk if it is unable to collect its trade receivables balances on a timely basis, which in turn could impact the ability to meet commitments under its long-term debt

 

33



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

agreements.  The Company’s policy is to maintain a conservative debt to total capitalization structure, maintain a diverse clientele of well established and well financed entities, and to maintain sufficient capacity within its revolving credit facilities to meet immediate liquidity requirements. The following table shows the maturities of the Company’s financial liabilities:

 

 

 

 

 

Within

 

 

 

As at December 31, 2015

 

Total

 

1 year

 

2-5 years

 

Trade and other payables

 

$

47,736

 

$

47,736

 

$

 

Long-term debt and interest obligations(1)

 

161,563

 

6,094

 

155,469

 

Other current liabilities

 

4,560

 

4,560

 

 

Other long-term liabilities

 

995

 

 

995

 

Interest rate swaps

 

2,328

 

 

2,328

 

Revolving credit facility(2)

 

94,412

 

8,777

 

85,635

 

 


(1)         Includes future interest obligations calculated based on the interest rates in effect on December 31, 2015 but excludes finance lease payments.

(2)         Includes revolving credit facility excluding future interest obligations.

 

As at December 31, 2015, DCPayments has no outstanding purchase order commitment (2014 - approximately $4.0 million).

 

19.       Segment reporting

 

The Company’s operations are segmented into the Americas (Canada and Mexico), Australasia (Australia and New Zealand) and Europe. Performance is measured based on revenues and gross profit. Cost of sales includes the costs of recurring services and products. Revenues and gross profits by geographic segment are as follows:

 

Revenue and gross profit

 

Year ended December 31, 2015

 

Americas

 

Australasia

 

Europe

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

ATM

 

$

73,507

 

$

119,941

 

$

47,430

 

$

240,878

 

Other Services

 

42,835

 

 

 

42,835

 

Revenue from external customers

 

116,342

 

119,941

 

47,430

 

283,713

 

Cost of sales

 

 

 

 

 

 

 

 

 

ATM

 

37,959

 

62,539

 

30,142

 

130,640

 

Other Services

 

17,106

 

 

 

17,106

 

Total cost of sales

 

55,065

 

62,539

 

30,142

 

147,746

 

Gross profit

 

 

 

 

 

 

 

 

 

ATM

 

35,548

 

57,402

 

17,288

 

110,238

 

Other Services

 

25,729

 

 

 

25,729

 

Total gross profit

 

$

61,277

 

$

57,402

 

$

17,288

 

$

135,967

 

 

34



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

Year ended December 31, 2014

 

Americas

 

Australasia

 

Europe

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

ATM

 

$

70,673

 

$

118,348

 

$

37,865

 

$

226,886

 

Other Services

 

50,196

 

8

 

 

50,204

 

Revenue from external customers

 

120,869

 

118,356

 

37,865

 

277,090

 

Cost of sales

 

 

 

 

 

 

 

 

 

ATM

 

37,024

 

54,877

 

24,965

 

116,866

 

Other Services

 

18,702

 

1

 

7

 

18,710

 

Total cost of sales

 

55,726

 

54,878

 

24,972

 

135,576

 

Gross profit

 

 

 

 

 

 

 

 

 

ATM

 

33,649

 

63,471

 

12,900

 

110,020

 

Other Services

 

31,494

 

7

 

(7

)

31,494

 

Total gross profit

 

$

65,143

 

$

63,478

 

$

12,893

 

$

141,514

 

 

Depreciation and amortization expense

 

 

 

Americas

 

Australasia

 

Europe

 

Total

 

Year ended December 31, 2015

 

$

10,598

 

$

39,459

 

$

6,780

 

$

56,837

 

Year ended December 31, 2014

 

11,911

 

31,017

 

11,629

 

54,557

 

 

Vault cash rental costs

 

 

 

Americas

 

Australasia

 

Europe

 

Total

 

Year ended December 31, 2015

 

$

2,219

 

$

5,564

 

$

2,223

 

$

10,006

 

Year ended December 31, 2014

 

1,639

 

6,866

 

985

 

9,490

 

 

Assets and liabilities

 

As at December 31, 2015

 

Americas

 

Australasia

 

Europe

 

Total

 

Non-current assets, excluding goodwill

 

$

51,455

 

$

78,322

 

$

6,578

 

$

136,355

 

Goodwill

 

68,285

 

105,906

 

 

174,191

 

Total assets

 

149,094

 

203,161

 

12,319

 

364,574

 

Total liabilities, excluding corporate liabilities

 

31,560

 

35,047

 

7,315

 

73,922

 

Corporate liabilities (long-term debt)

 

 

 

 

 

 

 

216,190

 

 

As at December 31, 2014

 

Americas

 

Australasia

 

Europe

 

Total

 

Non-current assets, excluding goodwill

 

$

46,371

 

$

108,256

 

$

8,498

 

$

163,125

 

Goodwill

 

68,285

 

99,519

 

 

167,804

 

Total assets

 

141,629

 

221,417

 

16,381

 

379,427

 

Total liabilities, excluding corporate liabilities

 

38,026

 

47,466

 

3,929

 

89,421

 

Corporate liabilities (long-term debt)

 

 

 

 

 

 

 

195,828

 

 

35



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

Within both the ATM and Other Services operating segments, DCPayments has major customers. As at December 31, 2015 and 2014, DCPayments had no customer that accounted for greater than 10% of the Company’s consolidated revenue.

 

Reconciliation of segment gross profit to net income (loss) before taxes

 

Year ended December 31:

 

2015

 

2014

 

Gross profit

 

$

135,967

 

$

141,514

 

Personnel expenses

 

(37,190

)

(38,373

)

Other expenses

 

(21,611

)

(20,611

)

Vault cash rental costs

 

(10,006

)

(9,490

)

Realized gain on foreign exchange

 

1,937

 

999

 

EBITDA

 

69,097

 

74,039

 

Acquisition-related expenses

 

 

(382

)

Other (loss) gain

 

(7,485

)

3,963

 

Depreciation of property and equipment

 

(18,312

)

(16,643

)

Amortization of intangible assets

 

(38,525

)

(37,914

)

Finance costs

 

(19,547

)

(20,115

)

Unrealized loss on foreign exchange

 

(4,828

)

(260

)

Net income (loss) before income taxes

 

$

(19,600

)

$

2,688

 

 

On September 21, 2015 the Company executed a settlement agreement for all class action lawsuits (“Settlement Agreement”) which have been filed against the Company. In addition to settling the class action law suits that have been filed, DCPayments has also secured a release from claims that may arise as a result of the relationship with the Cash Store Financial Services Inc. and its affiliates (“CashStore”). The settlement amount is $14.5 million, of which the Company has agreed to release $7 million of cash security it has been holding from CashStore and will pay an additional $7.5 million (collectively the “Settlement Funds”). The Settlement Funds are to be divided between each of the Class Action Law Suit plaintiffs and CashStore.

 

In June and November, 2015 the Company received from the Australia Tax Office (“ATO”) confirmation of the entitlement to claim reduced input tax credits for GST included in the rebates for Eze ATM paid to certain merchants related to periods prior to the acquisition of Eze in October 2014. The Company’s claim was assessed by the ATO and received by the Company. As a result, the Company recorded an approximate $1.4 million GST recovery in other gains (loss).

 

In  March, 2014 the Company received a revised Private Ruling from the Australia Tax Office (“ATO”) confirming the entitlement to claim reduced input tax credits for GST included in the rebates DCPayments pays to certain merchants. The ruling allowed the Company to retrospectively claim credits back to March 2009, the date that direct charging was implemented in Australia. The Company’s claim was assessed by the ATO and received by the Company. The Company recorded a gain of approximately $6.4 million during the year ended December 31, 2014. The Company recognized approximately $2.4 million of the GST recovery as reduction in cost of sales for the portion related to

 

36



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

periods subsequent to the corporate acquisition in July, 2012, and approximately $4.0 million in other gains (loss) related to periods prior to the acquisition in July 2012.

 

20.       Capital management

 

The Company’s objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence as to sustainability and future development of the DCPayments’ businesses.  The Company defines capital as Shareholders’ equity plus long term debt.

 

DCPayments’ Board of Directors does not establish quantitative return on capital criteria for management; but rather promotes year over year sustainable growth of earnings and cash flows.  The Company’s Board of Directors also reviews on a quarterly basis the level of dividends paid to Shareholders.  There were no changes to the Company’s approach to capital management during the period.

 

DCPayments is not subject to externally imposed capital requirements, other than those associated with the Company’s lending covenants (see note 12).

 

21.       Supplementary cash flow information

 

Changes in non-cash working capital (operating and investing):

 

Year ended December 31:

 

2015

 

2014

 

Trade and other receivables

 

$

3,097

 

$

(1,001

)

Inventories

 

(4,115

)

(713

)

Prepaid expenses

 

(1,062

)

(357

)

Trade and other payables

 

2,213

 

7,361

 

Other

 

641

 

14

 

 

 

$

774

 

$

5,304

 

 

Interest paid:

 

Year ended December 31:

 

2015

 

2014

 

Unsecured senior notes

 

$

10,156

 

$

10,156

 

Term facility

 

1,734

 

3,005

 

Revolving facility

 

2,686

 

2,041

 

Other

 

2,085

 

1,715

 

 

 

$

16,661

 

$

16,917

 

 

22.       Operating lease arrangements

 

Operating leases relate to the lease of office and warehouse space and other equipment with terms ranging from 1 to 15 years. Certain of the leases entitle the Company to renew the lease at the end of its lease term at then current market rates. The Company does not have any material purchase options within its operating lease arrangements.

 

37



 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015 and 2014

(Tabular amounts in thousands of Canadian dollars, except as noted)

 

Payments recognized as expense:

 

Year ended December 31:

 

2015

 

2014

 

Cost of sales

 

$

150

 

$

150

 

Other expenses

 

3,162

 

2,477

 

Total minimum lease payments recognized

 

$

3,312

 

$

2,627

 

 

Non-cancellable operating lease commitments:

 

As at December 31:

 

2015

 

2014

 

No later than 1 year

 

$

1,937

 

$

2,386

 

Later than 1 but no later than 5 years

 

7,059

 

5,950

 

Later than 5 years

 

11,312

 

8,429

 

Total minimum lease payments under operating lease

 

$

20,308

 

$

16,765

 

 

23.       Legal matters

 

Given the nature of DCPayments’ business, DCPayments has entered into a large number of contracts.    Given the number of contracts, there is a small (but constant) amount of litigation where DCPayments is required to enforce its contractual rights to ensure revenue continuity. Also, in rare cases it faces litigation where competitors, customers, distributors, sales agents, employees or others have issued statements of claim or counter claims alleging some sort of breach in relation to DCPayments’ agreements with them. It is a necessary part of DCPayments’ business to enforce its contracts and defend these claims.  However, none of these lawsuits are material in amount.

 

DCPayments was named or was a party to four class action lawsuits related to the business of the Cash Store Financial Services Inc. and its affiliates (“CashStore”) (“Class Action Lawsuits”).

 

On September 21, 2015 the Company executed a settlement agreement in respect of the Class Action Lawsuits (“Settlement Agreement”). In addition to settling the Class Action Lawsuits, the Settlement Agreement also released DCPayments from any other claims that may have arisen as a results of its relationship with CashStore.

 

Under the Settlement Agreement, DCPayments agreed to pay a total settlement amount of $14.5 million (the “Settlement Funds”) comprised of the release by DCPayments of $7 million of cash security being held by it from CashStore and an additional payment of $7.5 million. The Settlement Funds were payable by DCPayments in three installments - $2 million at the time of execution of the Settlement Agreement, $10 million on implementation of the Plan of Arrangement detailed in the Settlement Agreement and the final $2.5 million payable in the second quarter of 2016.

 

The Plan of Arrangement received all necessary approvals and was implemented on December 31, 2015. DCPayments expects to make the final payment of $2.5 million in the second quarter of 2016.

 

38