Exhibit 99.4
Regional Tire Distributors (Edmonton) Inc.
Index
February 28, 2014 and 2013 and February 29, 2012
1

| | | | |
| | | | Collins Barrow Edmonton LLP |
| | INDEPENDENT AUDITORS’ REPORT | | 2380 Commerce Place |
| | | 10155—102 Street N.W. |
| | | Edmonton, Alberta |
| | | T5J 4G8 Canada |
| | | T. 780.428.1522 |
To the Shareholders of Regional Tire Distributors (Edmonton) Inc. | | F. 780.425.8189 |
| www.collinsbarrow.com |
We have audited the accompanying financial statements of Regional Tire Distributors (Edmonton) Inc., which comprise the balance sheets as of February 28, 2014, February 28, 2013 and February 29, 2012, and the related statements of operations, retained earnings and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian Accounting Standards for Private Enterprises; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regional Tire Distributors (Edmonton) Inc. as of February 28, 2014, February 28, 2013 and February 29, 2012, and the results of their operations and their cash flows for the years then ended in accordance with Canadian Accounting Standards for Private Enterprises.
Basis of Accounting
As more fully described in Note 2 to the financial statements, the Company’s policy is to prepare its financial statements on the basis of Canadian Accounting Standards for Private Enterprises which differ from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to that matter. Information relating to the nature and effect of such differences is presented in note 11 to the financial statements.
| | |
Edmonton, Alberta | | /s/ Collins Barrow Edmonton LLP |
June 25, 2014 except for Note 11 (footnotes (b) | |
and (c)) which are as of July 25, 2014 and Notes 11 (footnotes (a) and (d)) and 12 which are as of August 18, 2014 | | Chartered Accountants |
| | |
This office is independently owned and operated by Collins Barrow Edmonton LLP | |  |
The Collins Barrow trademarks are used under License. | |
2
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Balance Sheets
As at February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
ASSETS | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | |
Cash | | $ | 616,007 | | | $ | 190,917 | | | $ | 769,834 | |
Accounts receivable (Note 3) | | | 1,156,243 | | | | 907,255 | | | | 1,559,453 | |
Goods and Services Tax receivable | | | — | | | | 149,806 | | | | 190 | |
Income taxes receivable | | | 40,047 | | | | — | | | | — | |
Dividend receivable | | | 109,081 | | | | — | | | | — | |
Inventories (Note 4) | | | 2,178,797 | | | | 3,448,221 | | | | 2,227,471 | |
Prepaid expenses | | | 5,513 | | | | 6,403 | | | | 5,260 | |
| | | | | | | | | | | | |
| | | 4,105,688 | | | | 4,702,602 | | | | 4,562,208 | |
Loans receivable from related parties (Note 5) | | | 11,728,951 | | | | 3,012,874 | | | | 1,099,391 | |
Equipment (Note 6) | | | 5,953 | | | | 7,463 | | | | 9,359 | |
Investments | | | 625 | | | | 175 | | | | 175 | |
| | | | | | | | | | | | |
| | $ | 15,841,217 | | | $ | 7,723,114 | | | $ | 5,671,133 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,108,673 | | | $ | 843,924 | | | $ | 1,623,197 | |
Income taxes payable | | | — | | | | 380,473 | | | | 5,955 | |
Goods and Services Tax payable | | | 46,289 | | | | — | | | | — | |
Management remuneration payable | | | — | | | | 30,000 | | | | 600,000 | |
| | | | | | | | | | | | |
| | | 1,154,962 | | | | 1,254,397 | | | | 2,229,152 | |
Loans payable to related parties (Note 5) | | | 3,584,288 | | | | 2,633,845 | | | | 922,428 | |
Shareholders’ loan (Note 7) | | | 6,232,700 | | | | 500,000 | | | | 600,000 | |
| | | | | | | | | | | | |
| | | 10,971,950 | | | | 4,388,242 | | | | 3,751,580 | |
| | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | |
Share capital (Note 8) | | | 100 | | | | 100 | | | | 100 | |
Retained earnings | | | 4,869,167 | | | | 3,334,772 | | | | 1,919,453 | |
| | | | | | | | | | | | |
| | | 4,869,267 | | | | 3,334,872 | | | | 1,919,553 | |
| | | | | | | | | | | | |
| | $ | 15,841,217 | | | $ | 7,723,114 | | | $ | 5,671,133 | |
| | | | | | | | | | | | |
See accompanying notes
3
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Statements of Operations
For the Years Ended February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
Sales (Note 5) | | $ | 19,504,654 | | | $ | 18,455,516 | | | $ | 18,315,246 | |
Cost of sales (Note 5) | | | 14,371,030 | | | | 15,547,112 | | | | 15,991,709 | |
| | | | | | | | | | | | |
Gross profit | | | 5,133,624 | | | | 2,908,404 | | | | 2,323,537 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Wages and benefits | | | 532,308 | | | | 498,127 | | | | 347,259 | |
Office | | | 389,063 | | | | 145,229 | | | | 282,178 | |
Rent (Note 5) | | | 228,401 | | | | 219,750 | | | | 159,500 | |
Professional fees | | | 137,722 | | | | 954 | | | | 2,740 | |
Management salaries | | | 55,250 | | | | 10,000 | | | | 610,000 | |
Automotive | | | 43,138 | | | | 38,460 | | | | 24,275 | |
Interest and bank charges | | | 41,303 | | | | 45,540 | | | | 33,607 | |
Advertising and promotion | | | 38,458 | | | | 44,003 | | | | 66,261 | |
Insurance | | | 18,054 | | | | 15,969 | | | | 12,473 | |
Travel | | | 15,303 | | | | 18,022 | | | | 2,829 | |
Bad debt expense | | | 11,504 | | | | 33,342 | | | | 697 | |
Property taxes | | | 7,625 | | | | 208 | | | | 441 | |
Telephone and utilities | | | 2,791 | | | | 2,738 | | | | 2,540 | |
Repairs and maintenance | | | 2,204 | | | | 1,320 | | | | 2,776 | |
Amortization | | | 1,510 | | | | 1,896 | | | | 3,274 | |
Shop supplies | | | 1,458 | | | | 609 | | | | 85 | |
Dues and memberships | | | — | | | | 100 | | | | 100 | |
| | | | | | | | | | | | |
| | | 1,526,092 | | | | 1,076,267 | | | | 1,551,035 | |
| | | | | | | | | | | | |
Income before other revenue (expenses) and income taxes | | | 3,607,532 | | | | 1,832,137 | | | | 772,502 | |
| | | |
Other revenue (expenses) | | | | | | | | | | | | |
Dividend income | | | 109,081 | | | | — | | | | — | |
Interest income | | | 22,735 | | | | 27,700 | | | | 18,118 | |
Impairment of advances to related party | | | (1,800,000 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Income before income taxes | | | 1,939,348 | | | | 1,859,837 | | | | 790,620 | |
Income taxes expense | | | 404,953 | | | | 444,518 | | | | 69,387 | |
| | | | | | | | | | | | |
Net income | | $ | 1,534,395 | | | $ | 1,415,319 | | | $ | 721,233 | |
| | | | | | | | | | | | |
See accompanying notes
4
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Statements of Retained Earnings
For the Years Ended February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
Balance, beginning of year | | $ | 3,334,772 | | | $ | 1,919,453 | | | $ | 1,198,220 | |
Net income | | | 1,534,395 | | | | 1,415,319 | | | | 721,233 | |
| | | | | | | | | | | | |
Balance, end of year | | $ | 4,869,167 | | | $ | 3,334,772 | | | $ | 1,919,453 | |
| | | | | | | | | | | | |
See accompanying notes
5
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Statements of Cash Flows
For the Years Ended February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
Cash provided by (used in): | | | | | | | | | | | | |
| | | |
Operating Activities | | | | | | | | | | | | |
Net income | | $ | 1,534,395 | | | $ | 1,415,319 | | | $ | 721,233 | |
Items not affecting cash | | | | | | | | | | | | |
Amortization | | | 1,510 | | | | 1,896 | | | | 3,274 | |
Impairment of advances to related party | | | 1,800,000 | | | | — | | | | — | |
Change in non-cash working capital items (Note 9) | | | 922,569 | | | | (1,694,065 | ) | | | (478,452 | ) |
| | | | | | | | | | | | |
| | | 4,258,474 | | | | (276,850 | ) | | | 246,055 | |
| | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | |
Investment in other companies | | | (450 | ) | | | — | | | | (75 | ) |
Purchase of equipment | | | — | | | | — | | | | (633 | ) |
Advances to related parties | | | (10,516,178 | ) | | | (2,085,895 | ) | | | (1,000,392 | ) |
Repayments from related parties | | | 100 | | | | 1,099,000 | | | | 311,659 | |
| | | | | | | | | | | | |
| | | (10,516,528 | ) | | | (986,895 | ) | | | (689,441 | ) |
| | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | |
Advances from related parties | | | 2,108,692 | | | | 784,828 | | | | 690,769 | |
Repayments to related parties | | | (1,158,248 | ) | | | — | | | | (72,100 | ) |
Advances from shareholder | | | 5,732,700 | | | | — | | | | 500,000 | |
Repayment to shareholder | | | — | | | | (100,000 | ) | | | — | |
| | | | | | | | | | | | |
| | | 6,683,144 | | | | 684,828 | | | | 1,118,669 | |
| | | | | | | | | | | | |
Increase (decrease) in cash | | | 425,090 | | | | (578,917 | ) | | | 675,283 | |
Cash, beginning of year | | | 190,917 | | | | 769,834 | | | | 94,551 | |
| | | | | | | | | | | | |
Cash, end of year | | $ | 616,007 | | | $ | 190,917 | | | $ | 769,834 | |
| | | | | | | | | | | | |
See accompanying notes
6
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
1. Nature of operations
The Company was incorporated under the Alberta Business Corporations Act on December 3, 2004 and operates a wholesale tire distribution business, which fully commenced operations in the fiscal year ended February 28, 2009 as North Alta Tire Limited and subsequently changed its name to Regional Tire Distributors (Edmonton) Inc.
2. Summary of significant accounting policies
Basis of presentation
These financial statements are prepared in accordance with Canadian accounting standards for private enterprises.
Revenue recognition
Revenue is recognized when the goods have been delivered, the services have been completed, the transaction has been accepted by the customer and collection is reasonably assured. The Company reports its revenue net of returns, sales discounts and volume rebates to customers.
Interest revenue is recognized on an annual basis as it is earned.
Vendor rebates and allowances
The Company participates in various purchase rebate programs with its major tire vendors including early payment incentives and volume purchase rebates based on defined levels of purchase volume. These arrangements enable the Company to earn rebates that reduce the cost of merchandise purchased. Vendor rebates and allowances are accrued as earned. Vendor rebates and allowances earned are initially recorded as a reduction in the cost of merchandise inventories and are included in operations (as a reduction of cost of goods sold) in the period the related product is sold. Accordingly, the amount of vendor rebates included in operations in any year could include rebates earned in a prior year.
Allowance for doubtful accounts
The allowance for doubtful accounts reflects management’s best estimate of losses on the accounts receivable balances. The company maintains an allowance for doubtful accounts that is estimated based on a variety of factors including accounts receivable aging, historical experience and other currently available information, including events such as customer bankruptcy and current economic conditions. Interest is charged on overdue account receivable balances. A provision is recorded in the period in which the receivable is deemed uncollectible.
Inventories
Inventories are valued at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition including volume rebates and allowances from vendors. The cost of inventories is determined using the first-in, first-out (FIFO) method. Net realizable value is the estimated selling price in the ordinary course of business, less costs necessary to complete the sale. Inventory is reduced for the estimated losses due to obsolescence. This reduction is determined for groups of products based on purchases in the recent past and/or expected future demand.
7
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
Equipment
Equipment is recorded at cost less accumulated amortization.
Amortization is calculated at the following annual rates:
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Office equipment | | - 20% declining balance basis |
Computer equipment | | - 30% declining balance basis |
Shop equipment | | - 20% declining balance basis |
Equipment is tested for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the sum of the undiscounted cash flows expected from its use and eventual disposal. In such a case, an impaired loss must be recognized and is equivalent to the excess of the carrying amount of a long-lived asset over its fair value.
Investments
The company accounts for its investments using the cost method. The carrying value of each investment is reviewed annually and written down below cost if there is a loss of value.
Income taxes
The Company uses the future income taxes method to account for income taxes. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets are recognized only to the extent it is more likely than not that the asset will be realized.
Use of estimates
The preparation of financial statements in conformity with Accounting Standards for Private Enterprises requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more subjective estimates included in these financial statements are the determination of allowance for doubtful accounts receivable, valuation of inventory and the recognition of vendor rebates and allowance. Actual results could differ from those estimates.
Financial Instruments
Measurement of financial instruments
The company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions.
The Company subsequently measures all its financial assets and financial liabilities at amortized cost, except for equity instruments that are quoted in an active market, which are measured at fair value. Changes in fair value are recognized in net income.
8
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
Financial assets measured at amortized cost include cash, accounts receivable, dividend receivable and loans receivable from related parties.
Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, management remuneration payable, loans payable to related parties and shareholders’ loan.
Impairment
Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income.
Transaction costs
Transaction costs relating to financial instruments that are measured subsequently at fair value are recognized in operations in the year in which they are incurred. For instruments that are subsequently measured at amortized cost, the amount initially recognized is adjusted for transaction costs directly attributable to the origination, acquisition, issuance or assumption.
3. Accounts Receivable
Accounts Receivable consists of the following:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Accounts receivable—Trade | | $ | 1,221,786 | | | $ | 964,752 | | | $ | 1,319,446 | |
Warranty receivable | | | 49,739 | | | | 47,385 | | | | 314,820 | |
Allowance for Doubtful Accounts | | | (115,282 | ) | | | (104,882 | ) | | | (74,813 | ) |
| | | | | | | | | | | | |
| | $ | 1,156,243 | | | $ | 907,255 | | | $ | 1,559,453 | |
| | | | | | | | | | | | |
4. Inventories
Inventories consist of the following:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Tires | | $ | 2,177,365 | | | $ | 3,447,166 | | | $ | 2,227,471 | |
Parts | | | 1,432 | | | | 1,055 | | | | — | |
| | | | | | | | | | | | |
| | $ | 2,178,797 | | | $ | 3,448,221 | | | $ | 2,227,471 | |
| | | | | | | | | | | | |
Cost of sales reported on the statement of operations include $14,371,030 (February 28, 2013—$15,547,112; February 29, 2012—$15,991,709) of inventories recognized as an expense during the year.
Inventories are net of volume rebates in the amount of $56,179 (February 28, 2013—$197,268; February 29, 2012—$29,087)
9
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
5. Loans Receivable from/Payable to Related Parties and Related Party Transactions
Loans receivable from related parties are as follows:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Kirks Tire Ltd. | | $ | 3,750,000 | | | $ | — | | | $ | — | |
Tirecraft Western Canada Ltd. | | | 139,949 | | | | — | | | | — | |
Extreme Wheel Distributors Ltd. | | | 17,367 | | | | 12,924 | | | | 441 | |
1773503 Alberta Ltd. | | | 2,499,900 | | | | — | | | | — | |
Tirecraft Canada Ltd. | | | — | | | | — | | | | 99,000 | |
Regional Tire Distributors (Saskatchewan) Inc. | | | 4,676,167 | | | | 2,499,950 | | | | 999,950 | |
Regional Tire Distributors (Manitoba) Inc. | | | 499,900 | | | | 500,000 | | | | — | |
Tire Storage Direct (Edmonton) Ltd. | | | 30,818 | | | | — | | | | — | |
Integra Tire & Auto Centres Canada Ltd. | | | 114,850 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | $ | 11,728,951 | | | $ | 3,012,874 | | | $ | 1,099,391 | |
| | | | | | | | | | | | |
Loans receivable from the companies noted above are unsecured, non-interest bearing and have no stated terms of repayment. The relationship between Regional Tire Distributors (Edmonton) Inc. and each of these companies is as follows:
Kirks Tire Ltd. is indirectly owned by a director of Regional Tire Distributors (Edmonton) Inc.
Tirecraft Western Canada Ltd., Tire Storage Direct (Edmonton) Ltd. and 1773503 Alberta Ltd. are wholly owned by Regional Tire Distributors (Edmonton) Inc.
Extreme Wheel Distributors Ltd. is controlled by a close family member of a director of Regional Tire Distributors (Edmonton) Inc.
Regional Tire Distributors (Manitoba) Inc. and Integra Tire & Auto Centres Canada Ltd. are companies in which Regional Tire Distributors (Edmonton) Inc. has significant influence.
Tirecraft Canada Ltd. is indirectly owned by a director of Regional Tire Distributors (Edmonton) Inc.
Regional Tire Distributors (Saskatchewan) Inc. is owned by the directors of Regional Tire Distributors (Edmonton) Inc.
As the loans receivable have no stated terms of repayment and are not expected to be repaid within the next year, and accordingly have been classified as long term assets.
Loans payable to related parties are as follows:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Tirecraft Western Canada Ltd. | | $ | — | | | $ | 158,248 | | | $ | 231,659 | |
Kirks Tire Ltd. | | | — | | | | 1,000,000 | | | | — | |
Trail Tire Distributors Ltd. | | | 3,584,288 | | | | 1,475,597 | | | | 690,769 | |
| | | | | | | | | | | | |
| | $ | 3,584,288 | | | $ | 2,633,845 | | | $ | 922,428 | |
| | | | | | | | | | | | |
10
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
Loans payable to the companies noted above are unsecured, non-interest bearing and have no stated terms of repayment. The relationship between Regional Tire Distributors (Edmonton) Inc. and each of these companies is as follows:
Tirecraft Western Canada Ltd. is wholly owned by Regional Tire Distributors (Edmonton) Inc.
Kirks Tire Ltd. is indirectly owned by a director of Regional Tire Distributors (Edmonton) Inc.
Trail Tire Distributors Ltd. is jointly controlled by a director of Regional Tire Distributors (Edmonton) Inc.
As the related parties have agreed in writing not to demand repayment of any portion of the loan balances prior to March 1, 2015, the loans have been classified as long term liabilities.
Sales to related parties are as follows:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Regional Tire Distributors (Calgary) Inc. | | $ | 743,230 | | | $ | 123,978 | | | $ | 142,204 | |
Kirks Tire (Lethbridge) Ltd. | | | 11,741 | | | | 3,771 | | | | — | |
Kirks Tire (Edmonton) Ltd. | | | 59,442 | | | | 62,786 | | | | 88,523 | |
Kirks Tire (Red Deer) Ltd. | | | 86,029 | | | | 61,090 | | | | 79,087 | |
Regional Tire Distributors (Langley) Inc. | | | 38,021 | | | | 4,571 | | | | 2,596 | |
Regional Tire Distributors (Vernon) Inc. | | | 59,804 | | | | 16,666 | | | | 1,352 | |
Regional Tire Distributors (Victoria) Inc. | | | 6,724 | | | | 23,592 | | | | — | |
Regional Tire Distributors (Winnipeg) Inc. | | | 112,164 | | | | 1,803 | | | | — | |
Tirecraft Edmonton Truck Centre Inc. | | | 336,054 | | | | 285,546 | | | | 519,443 | |
Tirecraft Lloydminster Truck Centre Inc. | | | 429,157 | | | | 416,794 | | | | 370,678 | |
Trail Tire Distributors Ltd. | | | 223,912 | | | | 2,585,228 | | | | 72,677 | |
Extreme Wheel Distributors Ltd. | | | 9,164 | | | | 329 | | | | — | |
Trail Tire (Kingsway) Ltd. | | | 64,690 | | | | 23,205 | | | | — | |
| | | | | | | | | | | | |
| | $ | 2,180,132 | | | $ | 3,609,359 | | | $ | 1,276,560 | |
| | | | | | | | | | | | |
Included in accounts receivable are the following balances receivable from related parties as at the fiscal year-end:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Regional Tire Distributors (Calgary) Inc. | | $ | 6,990 | | | $ | 5,907 | | | $ | 3,205 | |
Kirks Tire (Lethbridge) Ltd. | | | 4,135 | | | | 10,558 | | | | 7,093 | |
Kirks Tire (Edmonton) Ltd. | | | 2,321 | | | | 1,976 | | | | 2,523 | |
Kirks Tire (Red Deer) Ltd. | | | 2,321 | | | | 1,160 | | | | 6,714 | |
Regional Tire Distributors (Vernon) Inc. | | | 5,911 | | | | 2,856 | | | | — | |
Regional Tire Distributors (Victoria) Inc. | | | 2,635 | | | | 1,562 | | | | — | |
Regional Tire Distributors (Winnipeg) Inc. | | | 11,686 | | | | 1,893 | | | | — | |
Tirecraft Edmonton Truck Centre Inc. | | | 20,877 | | | | 14,315 | | | | 51,881 | |
Tirecraft Lloydminster Truck Centre Inc. | | | 11,224 | | | | 38,867 | | | | 43,133 | |
Trail Tire Distributors Ltd. | | | 294,547 | | | | 256,070 | | | | 28,102 | |
Extreme Wheel Distributors Ltd. | | | 2,731 | | | | 72 | | | | — | |
Trail Tire (Kingsway) Ltd. | | | 2,497 | | | | 1,386 | | | | — | |
| | | | | | | | | | | | |
| | $ | 367,875 | | | $ | 336,622 | | | $ | 142,651 | |
| | | | | | | | | | | | |
11
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
Regional Tire Distributors (Calgary) Inc. is a company in which Regional Tire Distributors (Edmonton) Inc. has significant, non-controlling interests.
A director of Regional Tire Distributors (Edmonton) Inc. has indirect interests in KDW Enterprises Ltd., Kirks Tire (Lethbridge) Ltd., Kirks Tire (Edmonton) Ltd., Kirks Tire (Red Deer) Ltd., Regional Tire Distributors (Vernon) Inc., Regional Tire Distributors (Victoria) Inc., Regional Tire Distributors (Langley) Inc., Regional Tire Distributors (Winnipeg) Inc., Tirecraft Lloydminster Truck Centre Inc. and Tirecraft Edmonton Truck Centre Inc.
Trail Tire (Kingsway) Ltd. is controlled by a director of Regional Tire Distributors (Edmonton) Inc.
Purchases from related parties are as follows:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Kirks Tire Ltd. | | $ | 1,103,450 | | | $ | 1,040,771 | | | $ | 1,778,657 | |
KDW Enterprises Ltd. | | | 534,721 | | | | 994,156 | | | | 1,099,098 | |
Regional Tire Distributors (Calgary) Inc. | | | 75,372 | | | | 181,406 | | | | 151,258 | |
Trail Tire Distributors Ltd. | | | 88,701 | | | | 265,241 | | | | 252,697 | |
Extreme Wheel Distributors Ltd. | | | 1,973 | | | | 3,812 | | | | 4,190 | |
| | | | | | | | | | | | |
| | $ | 1,804,217 | | | $ | 2,485,386 | | | $ | 3,285,900 | |
| | | | | | | | | | | | |
Included in the rent expense are lease payments to 1470242 Alberta Ltd., a company controlled by a director of the Company, which amounted to $174,000 for the 2014 fiscal year (February 28, 2013—$219,750; February 29, 2012—$159,500).
Included in accounts payable and accrued liabilities are the following balances payable to the related parties as at the fiscal year-end:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Trail Tire Distributors Ltd. | | $ | 242,157 | | | $ | 381,745 | | | $ | 1,130,048 | |
Kirks Tire Ltd. | | | 209,092 | | | | 188,472 | | | | 8,158 | |
KDW Enterprises Ltd. | | | 534,465 | | | | 598,227 | | | | 729,999 | |
Regional Tire Distributors (Calgary) Inc. | | | 13,135 | | | | 7,537 | | | | 11,371 | |
Extreme Wheel Distributors Ltd. | | | — | | | | 855 | | | | 151 | |
| | | | | | | | | | | | |
| | $ | 998,849 | | | $ | 1,176,836 | | | $ | 1,879,727 | |
| | | | | | | | | | | | |
These transactions are in the normal course of operations and have been reported in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
6. Equipment
| | | | | | | | | | | | |
| | February 28, 2014 | |
| | Cost | | | Accumulated Amortization | | | Net | |
Office equipment | | $ | 5,947 | | | $ | 3,872 | | | $ | 2,075 | |
Computer equipment | | | 789 | | | | 670 | | | | 119 | |
Shop equipment | | | 11,985 | | | | 8,226 | | | | 3,759 | |
| | | | | | | | | | | | |
| | $ | 18,721 | | | $ | 12,768 | | | $ | 5,953 | |
| | | | | | | | | | | | |
12
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
| | February 28, 2013 | |
| | Cost | | | Accumulated Amortization | | | Net | |
Office equipment | | $ | 5,947 | | | $ | 3,353 | | | $ | 2,594 | |
Computer equipment | | | 789 | | | | 618 | | | | 171 | |
Shop equipment | | | 11,985 | | | | 7,287 | | | | 4,698 | |
| | | | | | | | | | | | |
| | $ | 18,721 | | | $ | 11,258 | | | $ | 7,463 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | February 29, 2012 | |
| | Cost | | | Accumulated Amortization | | | Net | |
Office equipment | | $ | 5,947 | | | $ | 2,704 | | | $ | 3,243 | |
Computer equipment | | | 789 | | | | 546 | | | | 243 | |
Shop equipment | | | 11,985 | | | | 6,112 | | | | 5,873 | |
| | | | | | | | | | | | |
| | $ | 18,721 | | | $ | 9,362 | | | $ | 9,359 | |
| | | | | | | | | | | | |
7. Shareholders’ Loan
Shareholders’ loan at February 28, 2014 includes amounts outstanding at February 28, 2013 and February 29, 2012 are unsecured, non-interest bearing, and are due March 1, 2015.
8. Share Capital
|
Authorized: |
Unlimited number of Class “A” common voting shares |
Unlimited number of Class “B” and “C” common non-voting shares |
1,000,000 Class “D” Preferred redeemable voting shares |
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Issued: | | | | | | | | | | | | |
100 Class A common shares | | $ | 100 | | | $ | 100 | | | $ | 100 | |
| | | | | | | | | | | | |
9. Non-cash Working Capital Items
Non-cash working capital items related to operations are as follows:
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Accounts receivable | | $ | (248,988 | ) | | $ | 652,198 | | | $ | (734,470 | ) |
Goods and Services Tax receivable | | | 149,806 | | | | (149,616 | ) | | | (190 | ) |
Income taxes receivable | | | (40,047 | ) | | | — | | | | — | |
Dividend receivable | | | (109,081 | ) | | | — | | | | — | |
Inventories | | | 1,269,424 | | | | (1,220,750 | ) | | | (673,551 | ) |
Prepaid expenses and deposits | | | 890 | | | | (1,143 | ) | | | (2,322 | ) |
Accounts payable and accrued liabilities | | | 264,749 | | | | (779,272 | ) | | | 344,490 | |
Income taxes payable | | | (380,473 | ) | | | 374,518 | | | | 4,521 | |
Goods and Services Tax payable | | | 46,289 | | | | — | | | | (16,930 | ) |
Management remuneration payable | | | (30,000 | ) | | | (570,000 | ) | | | 600,000 | |
| | | | | | | | | | | | |
| | $ | 922,569 | | | $ | (1,694,065 | ) | | $ | (478,452 | ) |
| | | | | | | | | | | | |
13
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
10. Financial Instruments
Credit Risk
The Company is susceptible to credit risk on its accounts receivable and mitigates this risk through an extensive credit evaluation process.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to this risk mainly in respect to its accounts payable and accrued liabilities and its management remunerations payable. At February 28, 2014 the company had a working capital balance of $2,950,726 (February 28, 2013—$3,448,205; February 29, 2012—$2,333,056).
Interest Rate Risk
Interest rate risk refers to adverse consequences of interest rate changes on the Company’s cash flows and financial position. Management does not believe the Company is exposed to significant interest rate risk.
11. Canadian Accounting Standards for Private Enterprises and US GAAP Reconciliation
The financial statements of the Company have been prepared in accordance with Canadian Accounting Standards for Private Enterprises (“ASPE”). The material differences between the accounting policies used by the Company under ASPE and US GAAP are disclosed below.
a) Income Taxes
The difference between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to this guidance represents an unrecognized tax benefit. An unrecognized tax benefit is disclosed as a long-term liability unless the Corporation anticipates a payment or receipt within one year in respect of the position. As a result of implementing these provisions there was no material impact on the Company’s financial statements.
Under US GAAP the Company is required to calculate and record corporate income taxes based on enacted corporate income tax rates. Under the Canadian Accounting Standards for Private Enterprises, the Company had calculated and recognized corporate income taxes using substantively enacted corporate income tax rates. For the company, enacted and substantively enacted corporate tax rates are the same; as a result no differences to calculated and recognized corporate income taxes arise. There are no material differences between the Company’s statutory income tax rate and the effective tax rate.
b) Variable interest entities
The Company has performed a review of the entities with which it conducts business and has concluded that there are no entities that are required to be consolidated or variable interest that are required to be disclosed under the requirements of ASC Topic 810, Consolidation of Variable Interest Entities.
c) Wholly owned subsidiaries and investments subject to significant influence
US GAAP requires the consolidation of subsidiaries, whereas under ASPE the Company elected to record the investment in subsidiaries on the cost method. The Company’s wholly owned subsidiaries include Tirecraft Western Canada Ltd., 1773503 Alberta Ltd., and Tire Storage Direct (Edmonton) Ltd.
14
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
The Company also has significantly influence investments in Regional Tire Distributors (Calgary) Inc., Regional Tire Distributors Manitoba (6631208 Manitoba Ltd.), Integra Tire and Auto Centres Canada, and Regional Tire Distributors (Saskatchewan) Inc. Under US GAAP, significantly influenced investments are required to be accounted for using the equity method, whereby the investment is initially recorded at cost, and adjusted to recognize the Company’s share of after tax earnings or losses, and reduced by dividends received, however under ASPE the Company elected to record the significantly influenced investments on the cost method. The accompanying financial information includes consolidated financial statements which reflect the equity method of accounting for these investments and condensed financial statements for each investee company.
The following financial information presents the financial statement as at February 28, 2014, February 28, 2013 and February 29, 2012 on a consolidated basis.
d) Comprehensive Income
US GAAP requires the presentation of a Statement of Comprehensive Income. The Company has no items that would cause such presentation to differ from the amounts presented as Net Income in the accompanying financials statements.
15
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2014 Consolidated Balance Sheet
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | 1773503 Alberta Ltd. | | | Tire Storage Direct (Edmonton) Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 616,007 | | | $ | 464,293 | | | $ | — | | | $ | 88,845 | | | $ | — | | | $ | 1,169,145 | |
Accounts receivable | | | 1,156,243 | | | | 600,238 | | | | 196,875 | | | | 8,624 | | | | — | | | | 1,961,980 | |
Goods and Services Tax receivable | | | — | | | | — | | | | — | | | | 46 | | | | — | | | | 46 | |
Income taxes receivable | | | 40,047 | | | | — | | | | — | | | | — | | | | — | | | | 40,047 | |
Dividend receivable | | | 109,081 | | | | — | | | | — | | | | — | | | | — | | | | 109,081 | |
Inventories | | | 2,178,797 | | | | 34,757 | | | | — | | | | — | | | | — | | | | 2,213,554 | |
Prepaid expenses | | | 5,513 | | | | | | | | — | | | | — | | | | — | | | | 5,513 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 4,105,688 | | | | 1,099,288 | | | | 196,875 | | | | 97,515 | | | | — | | | | 5,499,366 | |
Loans receivable from related parties | | | 11,090,841 | | | | 3,581 | | | | — | | | | — | | | | (2,670,667 | ) | | | 8,423,755 | |
Equipment | | | 5,953 | | | | 3,985 | | | | 2,403,425 | | | | 7,051 | | | | — | | | | 2,420,414 | |
Investments | | | 1,157,017 | | | | — | | | | | | | | — | | | | (300 | ) | | | 1,156,717 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 16,359,499 | | | $ | 1,106,854 | | | $ | 2,600,300 | | | $ | 104,566 | | | $ | (2,670,967 | ) | | $ | 17,500,252 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,108,673 | | | $ | 40,784 | | | $ | — | | | $ | 2,099 | | | $ | — | | | $ | 1,151,556 | |
Income taxes payable | | | — | | | | 95,924 | | | | 22,731 | | | | 11,299 | | | | — | | | | 129,954 | |
Goods and Services Tax payable | | | 46,289 | | | | 18 | | | | 9,375 | | | | — | | | | — | | | | 55,682 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,154,962 | | | | 136,726 | | | | 32,106 | | | | 13,398 | | | | | | | | 1,337,192 | |
Loans payable to related parties | | | 3,584,288 | | | | 568,306 | | | | — | | | | 26,355 | | | | — | | | | 4,178,949 | |
Shareholder loan | | | 6,232,700 | | | | 139,949 | | | | 2,499,900 | | | | 30,818 | | | | (2,670,667 | ) | | | 6,232,700 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10,971,950 | | | | 844,981 | | | | 2,532,006 | | | | 70,571 | | | | (2,670,667 | ) | | | 11,748,841 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital | | | 100 | | | | 100 | | | | 100 | | | | 100 | | | | (300 | ) | | | 100 | |
Retained earnings | | | 5,387,449 | | | | 261,773 | | | | 68,194 | | | | 33,895 | | | | — | | | | 5,751,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5,387,549 | | | | 261,873 | | | | 68,294 | | | | 33,995 | | | | (300 | ) | | | 5,751,411 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 16,359,499 | | | $ | 1,106,854 | | | $ | 2,600,300 | | | $ | 104,566 | | | $ | (2,670,967 | ) | | $ | 17,500,252 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Represents the balance sheet as prepared under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s accumulated share of earnings and losses in significantly influenced investments of $518,282 as required by the equity method of accounting for investments. |
16
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2014 Consolidated Statement of Operations
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | 1773503 Alberta Ltd. | | | Tire Storage Direct (Edmonton) Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | | | | | | | |
Sales | | $ | 19,504,654 | | | $ | 1,917,645 | | | $ | 187,500 | | | $ | 87,820 | | | $ | (72,989 | ) | | $ | 21,624,630 | |
Cost of sales | | | 14,371,030 | | | | 761,025 | | | | — | | | | 3,900 | | | | (72,989 | ) | | | 15,062,966 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 5,133,624 | | | | 1,156,620 | | | | 187,500 | | | | 83,920 | | | | — | | | | 6,561,664 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Wages and benefits | | | 532,308 | | | | 292,634 | | | | — | | | | — | | | | — | | | | 824,942 | |
Management salaries | | | 55,250 | | | | 27,500 | | | | — | | | | — | | | | — | | | | 82,750 | |
Rent | | | 228,401 | | | | — | | | | — | | | | 20,717 | | | | — | | | | 249,118 | |
Automotive | | | 43,138 | | | | 49,191 | | | | — | | | | — | | | | — | | | | 92,329 | |
Interest and bank charges | | | 41,303 | | | | — | | | | — | | | | 74 | | | | — | | | | 41,377 | |
Amortization | | | 1,510 | | | | 443 | | | | 96,575 | | | | 1,244 | | | | — | | | | 99,772 | |
Telephone and utilities | | | 2,791 | | | | 2,564 | | | | — | | | | — | | | | — | | | | 5,355 | |
Office | | | 389,063 | | | | 120,828 | | | | — | | | | 7,925 | | | | — | | | | 517,816 | |
Repairs and maintenance | | | 2,204 | | | | — | | | | — | | | | — | | | | — | | | | 2,204 | |
Insurance | | | 18,054 | | | | 1,966 | | | | — | | | | 1,219 | | | | — | | | | 21,239 | |
Advertising and promotion | | | 38,458 | | | | 98,411 | | | | — | | | | 2,274 | | | | — | | | | 139,143 | |
Shop supplies | | | 1,458 | | | | — | | | | — | | | | 1,050 | | | | — | | | | 2,508 | |
Travel | | | 15,303 | | | | 39,076 | | | | — | | | | 10 | | | | — | | | | 54,389 | |
Professional fees | | | 137,722 | | | | 81,016 | | | | — | | | | 761 | | | | — | | | | 219,499 | |
Property taxes | | | 7,625 | | | | 214 | | | | — | | | | 3,497 | | | | — | | | | 11,336 | |
Bad debt expense | | | 11,504 | | | | 46,352 | | | | — | | | | — | | | | — | | | | 57,856 | |
Dues and memberships | | | — | | | | 7,499 | | | | — | | | | — | | | | — | | | | 7,499 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,526,092 | | | | 767,694 | | | | 96,575 | | | | 38,771 | | | | — | | | | 2,429,132 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before other revenue (expenses) and income taxes | | | 3,607,532 | | | | 388,926 | | | | 90,925 | | | | 45,149 | | | | — | | | | 4,132,532 | |
Other revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend income | | | 109,081 | | | | — | | | | — | | | | — | | | | — | | | | 109,081 | |
Interest income | | | 22,735 | | | | 1,727 | | | | — | | | | 45 | | | | — | | | | 24,507 | |
Share of investee income | | | 159,164 | | | | — | | | | — | | | | — | | | | — | | | | 159,164 | |
Impairment of advances to related party | | | (1,800,000 | ) | | | — | | | | — | | | | — | | | | — | | | | (1,800,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 2,098,512 | | | | 390,653 | | | | 90,925 | | | | 45,194 | | | | — | | | | 2,625,284 | |
Income taxes expense | | | 404,953 | | | | 95,924 | | | | 22,731 | | | | 11,299 | | | | — | | | | 534,907 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 1,693,559 | | | $ | 294,729 | | | $ | 68,194 | | | $ | 33,895 | | | $ | — | | | $ | 2,090,377 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Represents the statement of operations of the Company under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s share of the earnings and losses in significantly influenced investments of $159,164. |
17
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2014 Consolidated Statement of Retained Earnings
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | 1773503 Alberta Ltd. | | | Tire Storage Direct (Edmonton) Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Balance, beginning of year | | $ | 3,693,890 | | | $ | (32,956 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | 3,660,934 | |
Net income | | | 1,693,559 | | | | 294,729 | | | | 68,194 | | | | 33,895 | | | | — | | | | 2,090,377 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, end of year | | $ | 5,387,449 | | | $ | 261,773 | | | $ | 68,194 | | | $ | 33,895 | | | $ | — | | | $ | 5,751,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
2014 Consolidated Statement of Cash Flows
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | 1773503 Alberta Ltd. | | | Tire Storage Direct (Edmonton) Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Activities | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 1,693,559 | | | $ | 294,729 | | | $ | 68,194 | | | $ | 33,895 | | | $ | — | | | $ | 2,090,377 | |
Items not affecting cash Amortization | | | 1,510 | | | | 443 | | | | 96,575 | | | | 1,244 | | | | — | | | | 99,772 | |
Share of investee income | | | (159,164 | ) | | | — | | | | — | | | | — | | | | — | | | | (159,164 | ) |
Impairment of advances to related party | | | 1,800,000 | | | | — | | | | — | | | | — | | | | — | | | | 1,800,000 | |
Change in non-cash working capital items | | | 922,569 | | | | (100,220 | ) | | | (164,769 | ) | | | 4,728 | | | | — | | | | 662,308 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 4,258,474 | | | | 194,952 | | | | — | | | | 39,867 | | | | — | | | | 4,493,293 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | | | | | | | | | | | | | |
Investment in other companies | | | (450 | ) | | | — | | | | — | | | | — | | | | 200 | | | | (250 | ) |
Purchase of equipment | | | — | | | | (4,428 | ) | | | (2,500,000 | ) | | | (8,295 | ) | | | — | | | | (2,512,723 | ) |
Advances to related parties | | | (10,516,178 | ) | | | (1,352 | ) | | | — | | | | — | | | | 2,670,667 | | | | (7,846,863 | ) |
Repayments from related parties | | | 100 | | | | — | | | | — | | | | — | | | | — | | | | 100 | |
Repayments from Shareholder | | | — | | | | 158,248 | | | | — | | | | — | | | | — | | | | 158,248 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (10,516,528 | ) | | | 152,468 | | | | (2,500,000 | ) | | | (8,295 | ) | | | 2,670,867 | | | | (10,201,488 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | | | | | | | | | | | | | |
Advances from related parties | | | 2,108,692 | | | | 22,000 | | | | — | | | | 26,355 | | | | — | | | | 2,157,047 | |
Repayments to related parties | | | (1,158,248 | ) | | | (95,796 | ) | | | — | | | | — | | | | — | | | | (1,254,044 | ) |
Advances from shareholder | | | 5,732,700 | | | | 139,949 | | | | 2,500,000 | | | | 30,918 | | | | (2,670,867 | ) | | | 5,732,700 | |
Repayment to shareholder | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 6,683,144 | | | | 66,153 | | | | 2,500,000 | | | | 57,273 | | | | (2,670,867 | ) | | | 6,635,703 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Increase (decrease) in cash | | | 425,090 | | | | 413,573 | | | | — | | | | 88,845 | | | | — | | | | 927,508 | |
Cash, beginning of year | | | 190,917 | | | | 50,720 | | | | — | | | | — | | | | — | | | | 241,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash, end of year | | $ | 616,007 | | | $ | 464,293 | | | $ | — | | | $ | 88,845 | | | $ | — | | | $ | 1,169,145 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
18
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2013 Consolidated Balance Sheet
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | |
Cash | | $ | 190,917 | | | $ | 50,720 | | | $ | — | | | $ | 241,637 | |
Accounts receivable | | | 907,255 | | | | 478,639 | | | | — | | | | 1,385,894 | |
Goods and Services Tax receivable | | | 149,806 | | | | 2,948 | | | | — | | | | 152,754 | |
Inventories | | | 3,448,221 | | | | 20,826 | | | | — | | | | 3,469,047 | |
Prepaid expenses | | | 6,403 | | | | — | | | | — | | | | 6,403 | |
| | | | | | | | | | | | | | | | |
| | | 4,702,602 | | | | 553,133 | | | | — | | | | 5,255,735 | |
Loans receivable from related parties | | | 2,824,549 | | | | 2,229 | | | | — | | | | 2,826,778 | |
Equipment | | | 7,463 | | | | — | | | | — | | | | 7,463 | |
Shareholder advance | | | — | | | | 158,248 | | | | (158,248 | ) | | | — | |
Investments | | | 547,618 | | | | — | | | | (100 | ) | | | 547,518 | |
| | | | | | | | | | | | | | | | |
| | $ | 8,082,232 | | | $ | 713,610 | | | $ | (158,348 | ) | | $ | 8,637,494 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 843,924 | | | $ | 94,364 | | | $ | — | | | $ | 938,288 | |
Income taxes payable | | | 380,473 | | | | — | | | | — | | | | 380,473 | |
Goods and Services Tax payable | | | — | | | | — | | | | — | | | | — | |
Management remuneration payable | | | 30,000 | | | | 10,000 | | | | — | | | | 40,000 | |
| | | | | | | | | | | | | | | | |
| | | 1,254,397 | | | | 104,364 | | | | — | | | | 1,358,761 | |
Loans payable to related parties | | | 2,633,845 | | | | 642,102 | | | | (158,248 | ) | | | 3,117,699 | |
Shareholder loan | | | 500,000 | | | | — | | | | — | | | | 500,000 | |
| | | | | | | | | | | | | | | | |
| | | 4,388,242 | | | | 746,466 | | | | (158,248 | ) | | | 4,976,460 | |
| | | | | | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Share capital | | | 100 | | | | 100 | | | | (100 | ) | | | 100 | |
Retained earnings | | | 3,693,890 | | | | (32,956 | ) | | | — | | | | 3,660,934 | |
| | | | | | | | | | | | | | | | |
| | | 3,693,990 | | | | (32,856 | ) | | | (100 | ) | | | 3,661,034 | |
| | | | | | | | | | | | | | | | |
| | $ | 8,082,232 | | | $ | 713,610 | | | $ | (158,348 | ) | | $ | 8,637,494 | |
| | | | | | | | | | | | | | | | |
(i) | Represents the balance sheet as prepared under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s accumulated share of earnings and losses in significantly influenced investments of $359,118 as required by the equity method of accounting for investments. |
19
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2013 Consolidated Statement of Operations
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | |
Sales | | $ | 18,455,516 | | | $ | 793,126 | | | $ | (74,124 | ) | | $ | 19,174,518 | |
Cost of sales | | | 15,547,112 | | | | 261,427 | | | | (74,124 | ) | | | 15,734,415 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 2,908,404 | | | | 531,699 | | | | — | | | | 3,440,103 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Wages and benefits | | | 498,127 | | | | 165,243 | | | | — | | | | 663,370 | |
Management salaries | | | 10,000 | | | | 20,000 | | | | — | | | | 30,000 | |
Rent | | | 219,750 | | | | — | | | | — | | | | 219,750 | |
Automotive | | | 38,460 | | | | 33,504 | | | | — | | | | 71,964 | |
Interest and bank charges | | | 45,540 | | | | — | | | | — | | | | 45,540 | |
Amortization | | | 1,896 | | | | — | | | | — | | | | 1,896 | |
Telephone and utilities | | | 2,738 | | | | 1,392 | | | | — | | | | 4,130 | |
Office | | | 145,229 | | | | 297,283 | | | | (70,000 | ) | | | 372,512 | |
Repairs and maintenance | | | 1,320 | | | | — | | | | — | | | | 1,320 | |
| | | | |
Insurance | | | 15,969 | | | | 1,928 | | | | — | | | | 17,897 | |
Advertising and promotion | | | 44,003 | | | | 21,280 | | | | — | | | | 65,283 | |
Shop supplies | | | 609 | | | | 109 | | | | — | | | | 718 | |
Travel | | | 18,022 | | | | 39,213 | | | | — | | | | 57,235 | |
Professional fees | | | 954 | | | | 24,843 | | | | — | | | | 25,797 | |
Property taxes | | | 208 | | | | 208 | | | | — | | | | 416 | |
| | | | |
Bad debt expense | | | 33,342 | | | | — | | | | — | | | | 33,342 | |
Dues and memberships | | | 100 | | | | 7,399 | | | | — | | | | 7,499 | |
| | | | | | | | | | | | | | | | |
| | | 1,076,267 | | | | 612,402 | | | | (70,000 | ) | | | 1,618,669 | |
| | | | | | | | | | | | | | | | |
Income (loss) before other revenue and income taxes | | | 1,832,137 | | | | (80,703 | ) | | | 70,000 | | | | 1,821,434 | |
Other revenue | | | | | | | | | | | | | | | | |
Interest income | | | 27,700 | | | | 695 | | | | — | | | | 28,395 | |
Share of investee income | | | 174,036 | | | | — | | | | — | | | | 174,036 | |
Administrative service revenue | | | — | | | | 70,000 | | | | (70,000 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 2,033,873 | | | | (10,008 | ) | | | — | | | | 2,023,865 | |
Income taxes expense | | | 444,518 | | | | — | | | | — | | | | 444,518 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | 1,589,355 | | | $ | (10,008 | ) | | $ | — | | | $ | 1,579,347 | |
| | | | | | | | | | | | | | | | |
(i) | Represents the statement of operations of the Company under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s share of earnings and losses in significantly influenced investments of $174,036. |
20
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2013 Consolidated Statement of Retained Earnings
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Balance, beginning of year | | $ | 2,104,535 | | | $ | (22,948 | ) | | $ | — | | | $ | 2,081,587 | |
Net income | | | 1,589,355 | | | | (10,008 | ) | | | — | | | | 1,579,347 | |
| | | | | | | | | | | | | | | | |
Balance, end of year | | $ | 3,693,890 | | | $ | (32,956 | ) | | $ | — | | | $ | 3,660,934 | |
| | | | | | | | | | | | | | | | |
2013 Consolidated Statement of Cash Flows
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Cash provided by (used in): | | | | | | | | | | | | | | | | |
| | | | |
Operating Activities | | | | | | | | | | | | | | | | |
Net income | | $ | 1,589,355 | | | $ | (10,008 | ) | | $ | — | | | $ | 1,579,347 | |
Items not affecting cash | | | | | | | | | | | | | | | | |
Amortization | | | 1,896 | | | | — | | | | — | | | | 1,896 | |
Share of Investee income | | | (174,036 | ) | | | — | | | | — | | | | (174,036 | ) |
Change in non-cash working capital items | | | (1,694,065 | ) | | | (270,841 | ) | | | — | | | | (1,964,906 | ) |
| | | | | | | | | | | | | | | | |
| | | (276,850 | ) | | | (280,849 | ) | | | — | | | | (557,699 | ) |
| | | | | | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | | | | | |
Investment in other companies | | | — | | | | — | | | | — | | | | — | |
Purchase of equipment | | | — | | | | — | | | | — | | | | — | |
Advances to related parties | | | (2,085,895 | ) | | | (1,144 | ) | | | 73,411 | | | | (2,013,628 | ) |
Repayments from related parties | | | 1,099,000 | | | | — | | | | — | | | | 1,099,000 | |
Repayment from Shareholder | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | (986,895 | ) | | | (1,144 | ) | | | 73,411 | | | | (914,628 | ) |
| | | | | | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | | | | | |
Advances from related parties | | | 784,828 | | | | 242,991 | | | | — | | | | 1,027,819 | |
Repayment to related parties | | | — | | | | (5,000 | ) | | | — | | | | (5,000 | ) |
Advances from shareholder | | | — | | | | 73,411 | | | | (73,411 | ) | | | — | |
Repayment to shareholder | | | (100,000 | ) | | | — | | | | — | | | | (100,000 | ) |
| | | | | | | | | | | | | | | | |
| | | 684,828 | | | | 311,402 | | | | (73,411 | ) | | | 922,819 | |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash | | | (578,917 | ) | | | 29,409 | | | | — | | | | (549,508 | ) |
Cash, beginning of year | | | 769,834 | | | | 21,311 | | | | — | | | | 791,145 | |
| | | | | | | | | | | | | | | | |
Cash, end of year | | $ | 190,917 | | | $ | 50,720 | | | $ | — | | | $ | 241,637 | |
| | | | | | | | | | | | | | | | |
21
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2012 Consolidated Balance Sheet
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | |
Cash | | $ | 769,834 | | | $ | 21,311 | | | $ | — | | | $ | 791,145 | |
Accounts receivable | | | 1,559,453 | | | | 134,423 | | | | — | | | | 1,693,876 | |
Goods and Services Tax receivable | | | 190 | | | | 4,348 | | | | — | | | | 4,538 | |
Inventories | | | 2,227,471 | | | | 3,676 | | | | — | | | | 2,231,147 | |
Prepaid expenses | | | 5,260 | | | | 176 | | | | — | | | | 5,436 | |
| | | | | | | | | | | | | | | | |
| | | 4,562,208 | | | | 163,934 | | | | — | | | | 4,726,142 | |
| | | | |
Loans receivable from related parties | | | 1,099,391 | | | | 1,085 | | | | — | | | | 1,100,476 | |
Equipment | | | 9,359 | | | | — | | | | — | | | | 9,359 | |
Shareholder advance | | | — | | | | 231,659 | | | | (231,659 | ) | | | — | |
Investments | | | 185,257 | | | | — | | | | (100 | ) | | | 185,157 | |
| | | | | | | | | | | | | | | | |
| | $ | 5,856,215 | | | $ | 396,678 | | | $ | (231,759 | ) | | $ | 6,021,134 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,623,197 | | | $ | 15,415 | | | $ | — | | | $ | 1,638,612 | |
Income taxes payable | | | 5,955 | | | | — | | | | — | | | | 5,955 | |
Goods and Services Tax payable | | | — | | | | — | | | | — | | | | — | |
Management remuneration payable | | | 600,000 | | | | — | | | | — | | | | 600,000 | |
| | | | | | | | | | | | | | | | |
| | | 2,229,152 | | | | 15,415 | | | | — | | | | 2,244,567 | |
| | | | |
Loans payable to related parties | | | 922,428 | | | | 404,111 | | | | (231,659 | ) | | | 1,094,880 | |
Shareholder loan | | | 600,000 | | | | — | | | | — | | | | 600,000 | |
| | | | | | | | | | | | | | | | |
| | | 3,751,580 | | | | 419,526 | | | | (231,659 | ) | | | 3,939,447 | |
| | | | | | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Share capital | | | 100 | | | | 100 | | | | (100 | ) | | | 100 | |
Retained earnings (losses) | | | 2,104,535 | | | | (22,948 | ) | | | — | | | | 2,081,587 | |
| | | | | | | | | | | | | | | | |
| | | 2,104,635 | | | | (22,848 | ) | | | (100 | ) | | | 2,081,687 | |
| | | | | | | | | | | | | | | | |
| | $ | 5,856,215 | | | $ | 396,678 | | | $ | (231,759 | ) | | $ | 6,021,134 | |
| | | | | | | | | | | | | | | | |
(i) | Represents the balance sheet as prepared under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s accumulated share of earnings and losses in significantly influenced investments of $185,082 required by the equity method of accounting for investments. |
22
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2012 Consolidated Statement of Operations
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
| | (i) | | | | | | | | | | |
Sales | | $ | 18,315,246 | | | $ | 399,118 | | | $ | (55,948 | ) | | $ | 18,658,416 | |
Cost of sales | | | 15,991,709 | | | | 16,026 | | | | (55,948 | ) | | | 15,951,787 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 2,323,537 | | | | 383,092 | | | | — | | | | 2,706,629 | |
| | | | | | | | | | | | | | | | |
| | | | |
Expenses | | | | | | | | | | | | | | | | |
Wages and benefits | | | 347,259 | | | | 351,038 | | | | — | | | | 698,297 | |
Management salaries | | | 610,000 | | | | — | | | | — | | | | 610,000 | |
Rent | | | 159,500 | | | | — | | | | — | | | | 159,500 | |
Automotive | | | 24,275 | | | | 36,443 | | | | — | | | | 60,718 | |
Interest and bank charges | | | 33,607 | | | | 99 | | | | — | | | | 33,706 | |
Amortization | | | 3,274 | | | | — | | | | — | | | | 3,274 | |
Telephone and utilities | | | 2,540 | | | | 1,834 | | | | — | | | | 4,374 | |
Office | | | 282,178 | | | | 13,975 | | | | (240,000 | ) | | | 56,153 | |
Repairs and maintenance | | | 2,776 | | | | — | | | | — | | | | 2,776 | |
Insurance | | | 12,473 | | | | 1,267 | | | | — | | | | 13,740 | |
Advertising and promotion | | | 66,261 | | | | 170,072 | | | | — | | | | 236,333 | |
Shop supplies | | | 85 | | | | 358 | | | | — | | | | 443 | |
Travel | | | 2,829 | | | | 27,031 | | | | — | | | | 29,860 | |
Professional fees | | | 2,740 | | | | 26,824 | | | | — | | | | 29,564 | |
Property taxes | | | 441 | | | | 441 | | | | — | | | | 882 | |
Bad debt expense | | | 697 | | | | 3,617 | | | | — | | | | 4,314 | |
Dues and memberships | | | 100 | | | | 6,208 | | | | — | | | | 6,308 | |
| | | | | | | | | | | | | | | | |
| | | 1,551,035 | | | | 639,207 | | | | (240,000 | ) | | | 1,950,242 | |
| | | | | | | | | | | | | | | | |
Income (loss) before other revenue and income taxes | | | 772,502 | | | | (256,115 | ) | | | 240,000 | | | | 756,387 | |
| | | | |
Other revenue | | | | | | | | | | | | | | | | |
Interest income | | | 18,118 | | | | 1,076 | | | | — | | | | 19,194 | |
Share of investee income | | | 185,082 | | | | — | | | | — | | | | 185,082 | |
Administrative service revenue | | | — | | | | 240,000 | | | | (240,000 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 975,702 | | | | (15,039 | ) | | | — | | | | 960,663 | |
Income taxes expense | | | 69,387 | | | | — | | | | — | | | | 69,387 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | 906,315 | | | $ | (15,039 | ) | | $ | — | | | $ | 891,276 | |
| | | | | | | | | | | | | | | | |
(i) | Represents the statement of operations of the Company under Canadian Accounting Standards for Private Enterprises adjusted for the Company’s share of the earnings in significantly influenced investments of $185,082. |
23
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
2012 Consolidated Statement of Retained Earnings
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Balance, beginning of year | | $ | 1,198,220 | | | $ | (7,909 | ) | | $ | — | | | $ | 1,190,311 | |
Net income | | | 906,315 | | | | (15,039 | ) | | | — | | | | 891,276 | |
| | | | | | | | | | | | | | | | |
Balance, end of year | | $ | 2,104,535 | | | $ | (22,948 | ) | | $ | — | | | $ | 2,081,587 | |
| | | | | | | | | | | | | | | | |
2012 Consolidated Statement of Cash Flows
| | | | | | | | | | | | | | | | |
| | Regional Tire Distributors (Edmonton) Inc. | | | Tirecraft Western Canada Ltd. | | | Adjustments and Eliminations | | | Consolidated | |
Cash provided by (used in): | | | | | | | | | | | | | | | | |
| | | | |
Operating Activities | | | | | | | | | | | | | | | | |
Net income | | $ | 906,315 | | | $ | (15,039 | ) | | $ | — | | | $ | 891,276 | |
Items not affecting cash | | | | | | | | | | | | | | | | |
Amortization | | | 3,274 | | | | — | | | | — | | | | 3,274 | |
Share of Investee income | | | (185,082 | ) | | | — | | | | — | | | | (185,082 | ) |
Change in non-cash working capital items | | | (478,452 | ) | | | 105,269 | | | | — | | | | (373,183 | ) |
| | | | | | | | | | | | | | | | |
| | | 246,055 | | | | 90,230 | | | | — | | | | 336,285 | |
| | | | | | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | | | | | |
Investment in other companies | | | (75 | ) | | | — | | | | — | | | | (75 | ) |
Purchase of equipment | | | (633 | ) | | | — | | | | — | | | | (633 | ) |
Advances to related parties | | | (1,000,392 | ) | | | (499 | ) | | | — | | | | (1,000,891 | ) |
Repayments from related parties | | | 311,659 | | | | — | | | | — | | | | 311,659 | |
Advances to shareholder | | | — | | | | (231,659 | ) | | | 231,659 | | | | — | |
| | | | | | | | | | | | | | | | |
| | | (689,441 | ) | | | (232,158 | ) | | | 231,659 | | | | (689,940 | ) |
| | | | | | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | | | | | |
Advances from related parties | | | 690,769 | | | | 157,912 | | | | (231,659 | ) | | | 617,022 | |
Repayment to related parties | | | (72,100 | ) | | | (10,000 | ) | | | — | | | | (82,100 | ) |
Advances from shareholder | | | 500,000 | | | | — | | | | — | | | | 500,000 | |
Repayment to shareholder | | | — | | | | (8,000 | ) | | | — | | | | (8,000 | ) |
| | | | | | | | | | | | | | | | |
| | | 1,118,669 | | | | 139,912 | | | | (231,659 | ) | | | 1,026,922 | |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash | | | 675,283 | | | | (2,016 | ) | | | — | | | | 673,267 | |
Cash, beginning of year | | | 94,551 | | | | 23,327 | | | | — | | | | 117,878 | |
| | | | | | | | | | | | | | | | |
Cash, end of year | | $ | 769,834 | | | $ | 21,311 | | | $ | — | | | $ | 791,145 | |
| | | | | | | | | | | | | | | | |
24
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
The Company holds a 25% interest in Regional Tire Distributors (Calgary) Inc. The Condensed Financial Statements of Regional Tire Distributors (Calgary) Inc. is as follows:
| | | | | | | | | | | | |
Balance Sheets | | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Current Assets | | $ | 8,986,008 | | | $ | 7,307,723 | | | $ | 7,327,776 | |
Long Term Assets | | | 2,320,654 | | | | 686,852 | | | | 697,596 | |
| | | | | | | | | | | | |
| | | 11,306,662 | | | | 7,994,575 | | | | 8,025,372 | |
| | | | | | | | | | | | |
Current Liabilities | | | 1,646,195 | | | | 1,046,550 | | | | 1,338,278 | |
Long Term Liabilities | | | 3,671,703 | | | | 2,182,086 | | | | 3,370,599 | |
Shareholders’ Equity | | | 5,988,764 | | | | 4,765,939 | | | | 3,316,495 | |
| | | | | | | | | | | | |
| | $ | 11,306,662 | | | $ | 7,994,575 | | | $ | 8,025,372 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Statements of Operations | | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Sales | | $ | 25,592,573 | | | $ | 19,961,625 | | | $ | 16,589,405 | |
Cost of sales | | | 20,463,834 | | | | 15,726,623 | | | | 12,987,392 | |
| | | | | | | | | | | | |
Gross profit | | | 5,128,739 | | | | 4,235,002 | | | | 3,602,013 | |
Operating expenses | | | 3,558,310 | | | | 2,435,191 | | | | 3,149,754 | |
| | | | | | | | | | | | |
Income before other revenue and income taxes | | | 1,570,429 | | | | 1,799,811 | | | | 452,259 | |
Other revenue | | | 183,674 | | | | 174,550 | | | | 144,079 | |
| | | | | | | | | | | | |
Income before income taxes | | | 1,754,103 | | | | 1,974,361 | | | | 596,338 | |
Income taxes | | | 462,218 | | | | 524,917 | | | | 69,931 | |
| | | | | | | | | | | | |
Net income | | $ | 1,291,885 | | | $ | 1,449,444 | | | $ | 526,407 | |
| | | | | | | | | | | | |
The Company holds a 50% interest in Regional Tire Distributors (Saskatchewan) Inc. The Condensed Financial Statements of Regional Tire Distributors (Saskatchewan) Inc. is as follows:
| | | | | | | | | | | | |
Balance Sheets | | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
Current Assets | | $ | 5,226,861 | | | $ | 6,047,177 | | | $ | 3,871,475 | |
Long Term Assets | | | 229,942 | | | | 272,472 | | | | 331,016 | |
| | | | | | | | | | | | |
| | | 5,456,803 | | | | 6,319,649 | | | | 4,202,491 | |
| | | | | | | | | | | | |
Current Liabilities | | | 3,626,064 | | | | 3,589,339 | | | | 2,595,531 | |
Long Term Liabilities | | | 2,999,900 | | | | 2,999,900 | | | | 1,499,900 | |
Shareholders’ Equity | | | (1,169,161 | ) | | | (269,590 | ) | | | 107,060 | |
| | | | | | | | | | | | |
| | $ | 5,456,803 | | | $ | 6,319,649 | | | $ | 4,202,491 | |
| | | | | | | | | | | | |
25
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
| | | | | | | | | | | | |
Statements of Operations | | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
| | |
Sales | | $ | 12,854,683 | | | $ | 11,999,083 | | | $ | 4,571,939 | |
Cost of sales | | | 11,144,551 | | | | 9,310,716 | | | | 3,381,476 | |
| | | | | | | | | | | | |
Gross profit | | | 1,710,132 | | | | 2,688,367 | | | | 1,190,463 | |
Operating expenses | | | 2,609,703 | | | | 3,065,017 | | | | 1,083,503 | |
| | | | | | | | | | | | |
(Loss) income before income taxes | | | (899,571 | ) | | | (376,650 | ) | | | 106,960 | |
Income taxes | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net (loss) income | | $ | (899,571 | ) | | $ | (376,650 | ) | | $ | 106,960 | |
| | | | | | | | | | | | |
The Company holds a 50% interest in Regional Tire Distributors Manitoba (6631208 Manitoba Ltd.). The Condensed Financial Statements of Regional Tire Distributors Manitoba (6631208 Manitoba Ltd.) is as follows:
| | | | |
Balance Sheet | | February 28, 2014 | |
Current Assets | | $ | 5,962,347 | |
Long Term Assets | | | 290,041 | |
| | | | |
| | | 6,252,388 | |
| | | | |
Current Liabilities | | | 597,291 | |
Long Term Liabilities | | | 5,517,124 | |
Shareholders’ Equity | | | 137,973 | |
| | | | |
| | | $6,252,388 | |
| | | | |
| | | | |
Statement of Operations | | February 28, 2014 | |
Sales | | $ | 15,171,112 | |
Cost of sales | | | 12,079,184 | |
| | | | |
Gross profit | | | 3,091,928 | |
Operating expenses | | | 2,613,663 | |
| | | | |
Income before other revenue and income taxes | | | 478,265 | |
Other revenue | | | 3,306 | |
| | | | |
Income before income taxes | | | 481,571 | |
Income taxes | | | 45,246 | |
| | | | |
Net income | | $ | 436,325 | |
| | | | |
26
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
The Company holds a 50% interest in Integra Tire and Auto Centres Canada Ltd. The Condensed Financial Integra Tire and Auto Centres Canada Ltd. is as follows:
| | | | |
Balance Sheet | | February 28, 2014 | |
Current Assets | | $ | 1,141,492 | |
Long Term Assets | | | — | |
| | | | |
| | | 1,141,492 | |
| | | | |
Current Liabilities | | | 674,453 | |
Long Term Liabilities | | | 331,208 | |
Shareholders’ Equity | | | 135,831 | |
| | | | |
| | | $1,141,492 | |
| | | | |
| | | | |
Statement of Operations | | February 28, 2014 | |
Sales | | $ | 3,382,315 | |
Cost of sales | | | 2,895,607 | |
| | | | |
Gross profit | | | 486,708 | |
Operating expenses | | | 312,260 | |
| | | | |
Income before other revenue and income taxes | | | 174,448 | |
Other revenue | | | 6,393 | |
| | | | |
Income before income taxes | | | 180,841 | |
Income taxes | | | 45,210 | |
| | | | |
Net income | | $ | 135,631 | |
| | | | |
d) Reconciliation of net income per ASPE and US GAAP
| | | | | | | | | | | | |
| | February 28, 2014 | | | February 28, 2013 | | | February 29, 2012 | |
Net income, as reported in statement of operations under ASPE | | $ | 1,534,395 | | | $ | 1,415,319 | | | $ | 721,233 | |
Adjustments | | | | | | | | | | | | |
Income from entities consolidated under | | | | | | | | | | | | |
US GAAP: | | | | | | | | | | | | |
Tirecraft Western Canada Ltd. | | | 294,729 | | | | (10,008 | ) | | | (15,039 | ) |
1773503 Alberta Ltd. | | | 68,194 | | | | — | | | | — | |
Tire Storage Direct (Edmonton) Ltd. | | | 33,895 | | | | — | | | | — | |
Share of income from significantly influenced investees | | | 159,164 | | | | 174,036 | | | | 185,082 | |
| | | | | | | | | | | | |
Net income per US GAAP | | $ | 2,090,377 | | | $ | 1,579,347 | | | $ | 891,276 | |
| | | | | | | | | | | | |
27
REGIONAL TIRE DISTRIBUTORS (EDMONTON) INC.
Notes to the Financial Statements
February 28, 2014, February 28, 2013 and February 29, 2012
12. Correction of an Error
Subsequent to the release of the financial statements on June 25, 2014 management changed its assessment of the probability of realizing the future tax asset resulting from the impairment of the loan receivable and has determined that it does not meet the requirements for recognition of the deferred income tax asset and has made some adjustments to the tax provision. As a result of the change in the assessment by management the following changes have been made to the financial statements for the fiscal year ended February 28, 2014.
| | | | | | | | | | | | |
| | Previously Reported | | | Adjustment Increase (Decrease) | | | Restated Balance | |
Income taxes receivable | | $ | — | | | $ | 40,047 | | | $ | 40,047 | |
Future income tax asset | | | 807,660 | | | | (807,660 | ) | | | — | |
Income taxes payable | | | 409,953 | | | | (409,953 | ) | | | — | |
Current income tax expense | | | 854,953 | | | | (450,000 | ) | | | 404,953 | |
Future income tax recovery | | | 327,600 | | | | (327,600 | ) | | | — | |
Net income | | | 1,411,995 | | | | 122,400 | | | | 1,534,395 | |
Retained earnings | | | 5,226,827 | | | | (357,660 | ) | | | 4,869,167 | |
28