Exhibit 99-2.1
| | Fenwick Automotive Products |
| | Limited and Introcan Inc. |
| | |
| | Combined Financial Statements |
| | For the year ended March 31, 2010 |
| Auditors' Report | 2 |
| | |
| Combined Financial Statements | |
| | |
| Combined Balance Sheet | 3 |
| | |
| Combined Statement of Operations and Retained Earnings | 4 |
| | |
| Combined Statement of Cash Flows | 5 |
| | |
| Summary of Significant Accounting Policies | 6 - 9 |
| | |
| Notes to Combined Financial Statements | 10 - 19 |
 | Tel: 905 270-7700 Fax: 905 270-7915 Toll-free: 866 248 6660 www.bdo.ca | BDO Canada LLP 1 City Centre Drive, Suite 1700 Mississauga ON L5B 1M2 Canada |
Auditors' Report
To the Shareholders of
Fenwick Automotive Products Limited and Introcan Inc.
We have audited the combined balance sheet of Fenwick Automotive Products Limited and Introcan Inc. as at March 31, 2010 and the combined statements of operations and retained earnings and cash flows for the year then ended. These financial statements have been prepared in accordance with Canadian generally accepted accounting principles using differential reporting options available to non-publicly accountable enterprises, as described in the Summary of Significant Accounting Policies. These financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation.
In our opinion, these combined financial statements present fairly, in all material respects, the financial position of the companies as at March 31, 2010 and the results of their operations and their cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
Chartered Accountants, Licensed Public Accountants
Mississauga, Canada
June 30, 2010, except for note 14 which is as of June 1, 2011
BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms
Fenwick Automotive Products Limited and Introcan Inc.
Combined Balance Sheet
(in thousands of dollars)
| March 31 | | 2010 | | | 2009 | |
| | | | | | | |
| Assets | | | | | | |
| | | | | | | |
| Current | | | | | | |
| Accounts receivable | | $ | 30,893 | | | $ | 50,640 | |
| Inventories (Note 1) | | | 91,142 | | | | 90,594 | |
| Prepaid expenses | | | 904 | | | | 1,746 | |
| Income taxes recoverable | | | 845 | | | | 4,214 | |
| Due from related parties (Note 2) | | | 1,380 | | | | 901 | |
| Future income taxes (Note 5) | | | 1,450 | | | | - | |
| | | | 126,614 | | | | 148,095 | |
| | | | | | | | | |
Capital assets (Note 3) | | | 7,255 | | | | 8,443 | |
Deferred start up costs (Note 4) | | | 265 | | | | 398 | |
Future income taxes (Note 5) | | | 3,440 | | | | 1,351 | |
| | | $ | 137,574 | | | $ | 158,287 | |
| | | | | | | | | |
| Liabilities and Shareholders' Equity | | | | | | | | |
| | | | | | | | | |
| Current | | | | | | | | |
| Bank indebtedness (Note 6) | | $ | 39,290 | | | $ | 38,148 | |
| Accounts payable and accrued liabilities | | | 66,835 | | | | 78,573 | |
| Due to related parties (Note 2) | | | 7,922 | | | | 8,065 | |
| Current portion of long term debt (Note 7) | | | 2,091 | | | | 1,309 | |
| Current portion of obligation under capital lease (Note 8) | | | 349 | | | | 364 | |
| | | | 116,487 | | | | 126,459 | |
| | | | | | | | | |
Long term debt (Note 7) | | | 37 | | | | 2,145 | |
Obligation under capital lease (Note 8) | | | 457 | | | | 581 | |
| | | | 116,981 | | | | 129,185 | |
| | | | | | | | | |
| Shareholders' equity | | | | | | | | |
| Share capital | | | | | | | | |
| Other shares (Note 9) | | | 3 | | | | 3 | |
| Special shares (Note 9) (Redemption value $8,424) | | | 1 | | | | 1 | |
| Retained earnings | | | 20,589 | | | | 29,098 | |
| | | | 20,593 | | | | 29,102 | |
| | | $ | 137,574 | | | $ | 158,287 | |
On behalf of the Board:
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.
Fenwick Automotive Products Limited and Introcan Inc.
Combined Statement of Operations and Retained Earnings
(in thousands of dollars)
| For the year ended March 31 | | | 2010 | | | | 2009 | |
| | | | | | | | | |
| Sales | | $ | 182,192 | | | $ | 168,359 | |
| | | | | | | | | |
| Cost of sales | | | 144,254 | | | | 126,858 | |
| | | | | | | | | |
| Gross margin | | | 37,938 | | | | 41,501 | |
| | | | | | | | | |
| Expenses | | | | | | | | |
| Amortization capital assets | | | 1,653 | | | | 1,824 | |
| Amortization deferred start up costs | | | 133 | | | | 133 | |
| Foreign exchange gain | | | (7,173 | ) | | | (1,019 | ) |
| General and administrative | | | 13,516 | | | | 12,519 | |
| Interest and factoring expense | | | 7,163 | | | | 5,973 | |
| Interest Capital lease obligations | | | 81 | | | | 71 | |
| Selling | | | 23,167 | | | | 24,774 | |
| | | | | | | | | |
| | | | 38,540 | | | | 44,275 | |
| | | | | | | | | |
| Loss before other items | | | (602 | ) | | | (2,774 | ) |
| | | | | | | | | |
| Loss on disposal of capital assets | | | 429 | | | | - | |
| Non recurring costs | | | 4,580 | | | | - | |
| Restructuring costs | | | 6,681 | | | | 10,402 | |
| | | | | | | | | |
| | | | 11,690 | | | | 10,402 | |
| | | | | | | | | |
| Loss before income taxes | | | (12,292 | ) | | | (13,176 | ) |
| | | | | | | | | |
Income taxes (Note 5) | | | | | | | | |
| Current (recovery) | | | (244 | ) | | | (4,010 | ) |
| Future (recovery) | | | (3,539 | ) | | | (210 | ) |
| | | | | | | | | |
| | | | (3,783 | ) | | | (4,220 | ) |
| | | | | | | | | |
| Loss for the year | | | (8,509 | ) | | | (8,956 | ) |
| | | | | | | | | |
Retained earnings, beginning of year | | | 29,098 | | | | 38,054 | |
| | | | | | | | | |
Retained earnings, end of year | | $ | 20,589 | | | $ | 29,098 | |
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.
Fenwick Automotive Products Limited and Introcan Inc.
Combined Statement of Cash Flows
(in thousands of dollars)
| For the year ended March 31 | | 2010 | | | 2009 | |
| | | | | | | |
| Cash provided by (used in) | | | | | | |
| | | | | | | |
| Operating activities | | | | | | |
| Net loss for the year | | $ | (8,509 | ) | | $ | (8,956 | ) |
| Adjustments required to reconcile net loss with net cash | | | | | | | | |
| provided by operating activities | | | | | | | | |
| Amortization capital assets | | | 1,653 | | | | 1,824 | |
| Amortization deferred start up costs | | | 133 | | | | 133 | |
| Future income taxes (recovery) | | | (3,539 | ) | | | (210 | ) |
| Loss on disposal of capital assets | | | 429 | | | | 28 | |
| Changes in non cash working capital balances | | | | | | | | |
| Accounts receivable | | | 19,747 | | | | (5,893 | ) |
| Inventories | | | (548 | ) | | | (19,405 | ) |
| Prepaid expenses | | | 842 | | | | (11 | ) |
| Accounts payable and accrued liabilities | | | (11,738 | ) | | | 35,609 | |
| Income taxes | | | 3,369 | | | | (4,301 | ) |
| | | | | | | | | |
| | | | 1,839 | | | | (1,182 | ) |
| | | | | | | | | |
| Investing activities | | | | | | | | |
| Purchase of capital assets | | | (894 | ) | | | (1,420 | ) |
| Decrease (increase) in due from related parties | | | (479 | ) | | | 38 | |
| | | | | | | | | |
| | | | (1,373 | ) | | | (1,382 | ) |
| | | | | | | | | |
| Financing activities | | | | | | | | |
| Increase in bank indebtedness | | | 1,142 | | | | 2,354 | |
| Advance (repayment) of long term debt | | | (1,326 | ) | | | 101 | |
| Increase (decrease) in due to related parties | | | (143 | ) | | | 216 | |
| Repayment of obligation under capital lease | | | (139 | ) | | | (107 | ) |
| | | | | | | | | |
| | | | (466 | ) | | | 2,564 | |
| | | | | | | | | |
Cash, end of year | | $ | - | | | $ | - | |
| | | | | | | | | |
| Supplementary cash flow information | | | | | | | | |
| Interest paid | | $ | 4,222 | | | $ | 3,403 | |
| Income taxes paid (received) | | | (3,803 | ) | | | 139 | |
The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.
Fenwick Automotive Products Limited and Introcan Inc.
Summary of Significant Accounting Policies
| Nature of Business | The companies are engaged in manufacturing and remanufacturing aftermarket auto parts. |
| Basis of Presentation | These financial statements present the combined financial position and results of operations of Fenwick Automotive Products Limited and Introcan Inc., including their subsidiaries Fapco, S.A. de C.V., Flo-Pro Inc., L.H. Distribution Inc., Rafko Enterprises Inc. and Rafko Holdings Inc. All intercompany transactions and balances have been eliminated. |
| Basis of Accounting | These financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in Canada. The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements have, in management's opinion, been properly prepared using careful judgment within reasonable limits of materiality and within the framework of the accounting policies summarized below. |
| | The companies are presently in violation of their banking covenants and the bank has made demand of their loan. The management of the companies are pursuing alternatives relating to financing the operations of the business to ensure the continued viability of the companies. |
Differential Reporting | The companies, with the unanimous consent of its owners, has elected to prepare their financial statements using differential reporting options available to non-publicly accountable enterprises described below: |
| | Special Share Classification |
| | The companies have elected to present special shares issued in tax planning arrangements under certain sections of the Income Tax Act, that would otherwise be presented as liabilities, as equity. |
Revenue Recognition | Revenue is recognized when products are shipped to customers, the sales price is fixed and determinable, collectibility is reasonably assured, and title and risks of ownership have passed to the buyer. Revenue is net of discounts, rebates and allowances. |
Fenwick Automotive Products Limited and Introcan Inc.
Summary of Significant Accounting Policies
Revenue Recognition (cont'd) | The companies enter into factoring agreements with a third party for sale of accounts receivable. The transaction is accounted for as a sale as all risks have transferred to the third party. The cost of the transaction is included in the statement of operations. |
Product Warranties | The companies provide product warranties and makes provisions for the anticipated cost of these warranties through cost of sales; this provision is reviewed periodically to assess its adequacy in the light of actual warranty costs incurred. |
| Financial Instruments | Fair value |
| | The companies' financial instruments consist of instruments with various maturities. The fair values of cash, accounts receivable, due to/from related parties, bank indebtedness, and accounts payable and accrued liabilities approximates their carrying values due to the short-term maturities of these instruments. Capital lease obligations are at fair value. The fair value of the long-term debt approximates carrying value as substantially all of the debt is due in the next fiscal year. |
| | The companies realize approximately 78% of its sales and approximately 96% of its cost of sales and expenses in a foreign currency. Consequently, some assets, liabilities, revenues and expenses are exposed to foreign exchange fluctuations. The long-term debt is due in a foreign currency. |
| | In the normal course of business, the companies evaluate the financial position of their customers on a regular basis and examine the credit history of new customers. The allowance for doubtful accounts is based on the customer's specific risk and historical trends. The companies believe the credit risk regarding receivables to be minimal due to the diversification of its customer base. |
| | Unless otherwise noted, it is management's opinion that the companies are not exposed to significant interest, currency or credit risks arising from its financial instruments. |
Fenwick Automotive Products Limited and Introcan Inc.
Summary of Significant Accounting Policies
| Inventories | Raw materials and finished goods are stated at the lower of cost and net realizable value. The cost of finished goods is calculated to include raw materials, labour and factory overhead. Cost is generally determined on the first-in, first-out basis. |
| Capital Assets | Capital assets are stated at cost less accumulated amortization. Amortization is based on the estimated useful lives of the asset using the declining balance method at the following annual rates: |
| | Computer equipment - 30 % |
| | Plant equipment - 20 % - 30% |
| | Leasehold improvements - straight-line over 5 years |
Assets Under Capital Lease | The companies' policy is to record capital leases, which transfer substantially all benefits and risks incident to ownership of property, as acquisitions of assets and to record the incurrences of corresponding obligations as liabilities. Obligations under capital leases are reduced by lease payments net of imputed interest. |
| Deferred Start-up Costs | Deferred start-up costs represent the cost incurred by a subsidiary prior to the commencement of commercial operations. These costs are amortized on a straight-line basis over a four year period. |
| Income Taxes | The companies follow the liability method of tax allocation in accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and measured using the substantively enacted tax rates and laws expected to be in effect when the differences are realized, as well as recognition of income tax loss carryforwards that are more likely than not to be realized. |
Fenwick Automotive Products Limited and Introcan Inc.
Summary of Significant Accounting Policies
Foreign Currency Translation | The financial statements of the companies' foreign subsidiaries are considered to be operationally dependent upon the companies. |
| | Foreign operations which are operationally dependent are translated using the temporal method. Under this method, revenues and expenses are translated at average monthly rates in effect on the transaction dates. Monetary assets and liabilities are translated at the rate of exchange at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates. Exchange gains and losses on translation are included in the combined statements of operations and retained earnings. |
| | Foreign currency accounts are translated into Canadian dollars as follows: |
| | At the transaction date, each asset, liability, revenue and expense is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year end date, monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in income in the current period. |
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
| 1 | Inventories | | | | | | |
| | | | | 2010 | | | | 2009 | |
| | | | | | | | | | |
| | Raw materials and supplies | | $ | 33,655 | | | $ | 24,991 | |
| | Goods in transit | | | 5,602 | | | | 3,575 | |
| | Finished goods | | | 51,885 | | | | 62,028 | |
| | | | | | | | | | |
| | | | $ | 91,142 | | | $ | 90,594 | |
A provision for obsolete inventory in the amount of $12,651 (2009 - $13,048) has been reflected in cost of sales.
Cost of sales represents the inventory expensed during the year.
2. Related Party Transactions
The due from (to) related parties are due from (to) corporations or individuals related by virtue of common control by members of the same immediate family. The loans are due on demand and unsecured, except for the loans payable to Directors or related individuals which are secured by General Security Agreements. The loans are non interest bearing except as noted below. Interest was calculated at 2% (2009 - 2%) per annum for the interest bearing loans.
| | a) Due from related parties | | | | | | |
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Directors | | $ | 31 | | | $ | - | |
| | Ventura Development Corp. (interest bearing) | | | 522 | | | | 348 | |
| | Excel Development Corp. (interest bearing) | | | 464 | | | | 266 | |
| | Rimrock Plaza Inc. (interest bearing) | | | 177 | | | | 158 | |
| | 1355573 Ontario Inc. | | | 171 | | | | 118 | |
| | 2007685 Ontario Inc. | | | 12 | | | | 8 | |
| | Leswyn Enterprises | | | 3 | | | | 3 | |
| | | | | | | | | | |
| | | | $ | 1,380 | | | $ | 901 | |
Subsequent to year end, approximately $1,300 of the loans due from related parties were repaid.
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
2. Related Party Transactions (continued)
b) Due to related parties
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Directors (Note 6) | | $ | - | | | $ | 468 | |
| | Related individuals (Note 6) | | | 500 | | | | - | |
| | FAPL Holdings Inc. parent company | | | 7,422 | | | | 7,597 | |
| | | | | | | | | | |
| | | | $ | 7,922 | | | $ | 8,065 | |
c) Transactions
Included in the statement of operations are the following related party transactions:
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Rent expense | | $ | 113 | | | $ | 178 | |
These transactions are in the normal course of operations and are measured at the exchange value, the amount of consideration established and agreed to by the related parties.
3. Capital Assets
| | | | | | | | | | 2010 | | | 2009 | |
| | | | | | | | | | | | | | |
| | | | Cost | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Land | | $ | 93 | | | $ | - | | | $ | 93 | | | $ | 93 | |
| | Building | | | 824 | | | | 146 | | | | 678 | | | | 714 | |
| | Computer equipment | | | 3,383 | | | | 2,774 | | | | 609 | | | | 461 | |
| | Office equipment | | | 744 | | | | 595 | | | | 149 | | | | 173 | |
| | Leased office equipment | | | 183 | | | | 123 | | | | 60 | | | | 76 | |
| | Plant equipment | | | 11,204 | | | | 7,187 | | | | 4,017 | | | | 5,324 | |
| | Leased plant equipment | | | 1,916 | | | | 1,022 | | | | 894 | | | | 707 | |
| | Leasehold improvements | | | 3,149 | | | | 2,394 | | | | 755 | | | | 895 | |
| | | | | | | | | | | | | | | | | | |
| | | | $ | 21,496 | | | $ | 14,241 | | | $ | 7,255 | | | $ | 8,443 | |
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
4. Deferred Start-up Costs | | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Balance, beginning of year | | $ | 398 | | | $ | 531 | |
| | Amortization | | | 133 | | | | 133 | |
| | | | | | | | | | |
| | Balance, end of year | | $ | 265 | | | $ | 398 | |
5. Income Taxes
The companies have non-capital losses available for income tax purposes totalling $12,322 (2009 - $2,412). The losses can be used to reduce taxable income of future years. The benefit of the losses has been recognized as a future income tax asset. The losses expire as follows:
| 2026 | | $ | 193 | |
| 2027 | | | 149 | |
| 2028 | | | 1,036 | |
| 2029 | | | 748 | |
| 2030 | | | 10,196 | |
| | | | | |
| | | $ | 12,322 | |
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Bank overdraft | | $ | 1,315 | | | $ | 418 | |
| | Bankers acceptances | | | - | | | | 24,000 | |
| | Libor loans | | | - | | | | 12,600 | |
| | Bank loans | | | 37,975 | | | | 1,130 | |
| | | | | | | | | | |
| | | | $ | 39,290 | | | $ | 38,148 | |
Bank indebtedness is due on demand and secured by a registered general assignment of accounts receivable and inventory, a registered general security agreement covering all assets of the companies and an assignment of insurance proceeds. The companies have an authorized line of credit of $45,600. Any repayment of the directors or related individuals loans (Note 2) requires the bank's prior written consent.
The bank indebtedness bears interest at the bank prime lending rate plus 2.25% to 9% depending on the level of financial ratios.
The companies are subject to externally imposed capital requirements in the form of certain bank covenants as set out in the banking agreement. These financial covenants include: (a) The funded debt to EBITDA on a rolling four quarter basis be maintained at less than 3.85:1, (b) the fixed charge coverage ratio on a rolling four quarter basis be maintained at greater than 1.20:1, and (c) Tangible Net Worth shall not be less than $30,000 at any time. The companies were in breach of all of these covenants.
Subsequent to year end, on July 6, 2010, the companies received a letter of forbearance for the period through to October 26, 2010. The terms of the forbearance agreement are as follows:
Bank loans are due on demand with interest at prime plus 2.25% to 9% and are secured by a registered general assignment of accounts receivable and inventory, a registered general security agreement covering all assets of the companies and an assignment of insurance proceeds. The companies' authorized line of credit has been reduced to $44,300.
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
7. Long-term Debt
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | | | | | | | |
| | Mortgage loan 2.5%, due March 22, 2011, monthly payments of $5 principal and interest | | $ | 156 | | | $ | 379 | |
| | | | | | | | | | |
| | Equipment loan 2.5%, due April 22, 2011, monthly payments of $13 principal and interest | | | 327 | | | | 465 | |
| | | | | | | | | | |
| | Vehicle loan non interest bearing, repayable in equal monthly installments of $1 and matures January 23, 2013. | | | 18 | | | | 30 | |
| | | | | | | | | | |
| | Equipment loan non interest bearing, repayable in equal monthly installments of $1 and matures October 1, 2009. | | | - | | | | 13 | |
| | | | | | | | | | |
| | Equipment loan non interest bearing, repayable in equal monthly installments of $1 and matures September 1, 2009. | | | - | | | | 2 | |
| | | | | | | | | | |
| | Equipment loan non interest bearing, repayable in equal monthly installments of $905 and matures April 1, 2013. | | | 34 | | | | - | |
| | | | | | | | | | |
| | Equipment loan - non-interest bearing and secured by a security agreement granting a first priority security interest on certain equipment acquired for US$2,500. The loan is repayable quarterly calculated at US$0.001 per unit of production produced by a subsidiary. If the units of production are less than 2,500 at the end of the designated period, being October 30, 2010, the balance of this loan will be due immediately. | | | 1,593 | | | | 2,565 | |
| | | | | | | | | | |
| | | | | 2,128 | | | | 3,454 | |
| | Less: current portion | | | 2,091 | | | | 1,309 | |
| | | | | | | | | | |
| | | | $ | 37 | | | $ | 2,145 | |
Estimated repayments are as follows:
| 2011 | | $ | 2,091 | |
| 2012 | | | 20 | |
| 2013 | | | 17 | |
| | | | | |
| | | $ | 2,128 | |
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
8. Obligation Under Capital Lease
The companies have entered into lease agreements which require monthly payments, including principal and interest. The leases have imputed interest rates ranging from 5.03% to 34.29% expiring from July 2010 to April 2014. The leases are secured by certain plant and office equipment.
The future minimum lease payments for the next five years are as follows:
| | 2011 | | $ | 388 | |
| | 2012 | | | 294 | |
| | 2013 | | | 131 | |
| | 2014 | | | 71 | |
| | 2015 | | | 12 | |
| | | | | | |
| | | | | 896 | |
| | Less: imputed interest | | | 90 | |
| | | | | | |
| | | | | 806 | |
| | Less: current portion | | | 349 | |
| | | | | | |
| | | | $ | 457 | |
Interest expense on these leases was $81 (2009 - $71).
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
Authorized:
| | 3,000,000 | Class A special shares, voting, non cumulative, non participating, redeemable at $.001 per share |
| | Unlimited | Class B special shares, non voting, non cumulative, non participating, redeemable and retractable at $13,000 per share |
| | 1,000,000 | Class C special shares, non voting, non cumulative, non participating, redeemable at $.001 per share |
| | 1,000,000 | Class D special shares, voting, participating | | |
| | Unlimited | Class E special shares, non voting, non cumulative, non participating, redeemable and retractable at $1 per share |
| | Unlimited | Common shares | | | | | |
Issued:
| | | | | 2010 | | | 2009 | |
| | | | | | | | | |
| | 3,000,000 | Class A shares | | $ | 3,000 | | | $ | 3,000 | |
| | 448 | Class B shares | | | 45 | | | | 45 | |
| | 2,600,000 | Class E shares | | | 850 | | | | 850 | |
| | 1,501 | Common shares | | | 151 | | | | 151 | |
| | | | | | | | | | | |
| | | | | $ | 4,046 | | | | 4,046 | |
The above note has been shown in full dollars due to the small nature of the balances.
10. Contingencies
The companies are committed under letters of guarantee of $20 and 571 (US$562). The letters of guarantee include guarantees for unpaid rent to a maximum of $571 (US$562) for two subsidiary companies. Historically, the companies have not made any payments under letters of guarantee to third parties and therefore no amount has been accrued in the financial statements with respect to the guarantees.
A subsidiary company entered into an Administrative Outsourcing Services Agreement, for a three year period expiring March 2010, to be provided with administrative and consulting services. Under the agreement the subsidiary company is required to pay a monthly on-going fee based on the number of individuals employed at the subsidiary company.
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
The companies rent a property from related parties under an operating lease. This lease is a month-to-month lease with minimum annual rent of $63.
The minimum annual rental payments for the next five years are as follows:
| 2011 | | $ | 1,557 | |
| 2012 | | | 1,494 | |
| 2013 | | | 1,506 | |
| 2014 | | | 1,506 | |
| 2015 | | | 574 | |
The annual cost under various vehicle operating leases are as follows:
| 2011 | | $ | 166 | |
| 2012 | | | 67 | |
| 2013 | | | 16 | |
12. Economic Dependence
Approximately 69% (2009 - 63%) of sales were derived from four customers.
13. Pension Plans
The companies maintain a defined contribution pension plan for certain employees. The pension cost for these plans charged as an expense is equal to the required contributions for the year. During the year, contributions amounted to $177 (2009 - $171).
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
14. Reconciliation to United States GAAP
The combined financial statements of Fenwick Automotive Products Limited and Introcan Inc., including their subsidiaries Fapco, S.A. de C.V., Flo-Pro Inc., L.H. Distribution Inc., Rafko Enterprises Inc. and Rafko Holdings Inc., are prepared in accordance with Canadian GAAP, which conform, in all material respects, with those generally accepted in the United States (“US GAAP”), except as described below:
Combined statements of operations
| | | | 2010 | | | 2009 | |
| | | | | | | | |
| | Net loss per Canadian GAAP | | $ | (8,509 | ) | | $ | (8,956 | ) |
| | Adjustments: | | | | | | | | |
| | Amortization deferred start up costs | | | 133 | | | | 133 | |
| | Income taxes future | | | (24 | ) | | | (24 | ) |
| | | | | | | | | | |
| | Net loss per US GAAP | | $ | (8,400 | ) | | $ | (8,847 | ) |
| | | | | 2010 | | | | 2009 | |
| | | | | | | | | | |
| | Net assets, per Canadian GAAP | | $ | 137,574 | | | $ | 158,287 | |
| | Adjustments: | | | | | | | | |
| | Deferred start up costs | | | (265 | ) | | | (398 | ) |
| | Future income taxes | | | 50 | | | | 74 | |
| | | | | | | | | | |
| | Net assets, per US GAAP | | $ | 137,359 | | | $ | 157,963 | |
| | | | | | | | | | |
| | Total liabilities, per Canadian GAAP | | $ | 116,981 | | | $ | 129,185 | |
| | Adjustments: | | | | | | | | |
| | Redeemable preference shares | | | 8,424 | | | | 8,424 | |
| | | | | | | | | | |
| | Total liabilities, per US GAAP | | | 125,405 | | | | 137,609 | |
| | | | | | | | | | |
| | Shareholders' equity, per Canadian GAAP | | | 20,593 | | | | 29,102 | |
| | Adjustments: | | | | | | | | |
| | Deferred start up costs | | | (265 | ) | | | (398 | ) |
| | Future income taxes | | | 50 | | | | 74 | |
| | Redeemable preference shares | | | (8,424 | ) | | | (8,424 | ) |
| | | | | | | | | | |
| | Shareholders' equity, per US GAAP | | | 11,954 | | | | 20,354 | |
| | | | | | | | | | |
| | Total liabilities and shareholders' equity, per US GAAP | | $ | 137,359 | | | $ | 157,963 | |
Fenwick Automotive Products Limited and Introcan Inc.
Notes to Combined Financial Statements
(in thousands of dollars)
14. Reconciliation to United States GAAP (continued)
| | (a) | As allowed under GAAP, deferred start-up costs were capitalized and then amortized on a straight-line basis over a four year period. Under US GAAP start-up costs are expensed as incurred, thus the unamortized deferred start-up costs at March 31, 2010 and 2009, the amortization expenses for the years ended March 31, 2010 and 2009, and the related tax impacts of the deferral and amortization expense for those years were adjusted from the financial statement to comply with US GAAP. |
| | (b) | The companies, with the unanimous consent of its owners, elected to prepare their financial statements using differential reporting options available to non-publicly accountable enterprises and have, therefore, presented special shares issued in tax planning arrangements under certain sections of the Income Tax Act that would otherwise by presented as liabilities, as equity. Such presentation options are not available under US GAAP and thus the adjustment was made to re-establish the liabilities at March 31, 2010 and 2009 to comply with US GAAP. |
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