1 interim Consolidated financial statements For the nine months ended September 30, 2011 and 2010 (Unaudited)
2 consolidated financial statements 2 Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Unaudited) In thousands of dollars (except per share amounts) Three months ended Sept 30 Nine months ended Sept Sales 149,743 96, , ,635 Cost of sales 89,756 56, , ,990 Operating and administrative expenses 45,816 29, ,341 82,483 Income before amortization, accretion, interest and taxes 14,171 11,195 37,379 24,162 Amortization of property and equipment, and intangible assets 2,814 1,968 8,217 5,777 Operating income before undernoted items 11,357 9,227 29,162 18,385 Redeemable financial instrument accretion costs (Note 17) (676) - (2,429) - Finance income Finance expense - long-term (284) (37) (922) (69) Income before taxes 10,446 9,221 25,969 18,474 Income tax expense 2,340 2,670 6,927 5,835 Net income attributable to controlling shareholders 8,106 6,551 19,042 12,639 Unrealized foreign exchange gain on translation of foreign operations 4,454-2,854 - Comprehensive income attributable to controlling shareholders 12,560 6,551 21,896 12,639 Basic net income per common share (Note 9(b)) Diluted net income per common share (Note 9(b)) The accompanying notes are an integral part of the condensed interim consolidated financial statements These condensed interim consolidated financial statements have not been reviewed by the Company s auditor
3 consolidated financial statements Condensed Interim Consolidated Statements of Financial Position (Unaudited) In thousands of dollars Sep 30, 2011 Dec 31, 2010 Assets Current assets Cash and cash equivalents 14,735 8,478 Short-term investments 14,809 15,793 Accounts receivable (Note 13 (b)) 57,783 66,965 Income taxes receivable 2,128 - Inventory (Note 4) 39,961 37,263 Prepaid expenses 4,711 3, , ,793 3 Property and equipment (Note 5) 29,407 30,320 Intangible assets (Note 6) 13,887 15,474 Goodwill (Note 7) 52,257 49,925 Deferred tax assets 5,717 6, , ,186 Liabilities Current liabilities Accounts payable and accrued liabilities 66,723 76,893 Income taxes payable - 1,873 Current portion of deferred revenue and vendor contributions 17,849 16,576 Current portion of long-term debt (Note 8) 7,284 7,116 91, ,458 Asset retirement obligation Deferred pension costs Deferred revenue and vendor contributions 8,621 10,304 Redeemable financial instrument (Note 17) 11,866 8,789 Long-term debt (Note 8) 23,531 29, , ,866 Equity Equity attributable to controlling shareholders 98,269 82, , ,186 The accompanying notes are an integral part of the condensed interim consolidated financial statements These condensed interim consolidated financial statements have not been reviewed by the Company s auditor
4 consolidated financial statements 4 Condensed Interim Consolidated Statements of Changes in Shareholders Equity (Unaudited) In thousands of dollars Number Share capital Amount Contributed surplus Retained earnings Accumulated other comprehensive loss Equity attributable to controlling shareholders $ Balance as of January 1, ,334,740 31, ,030-71,324 Net income ,936-5,936 Dividends (2,164) - (2,164) Common shares issued pursuant to exercise of stock options 120, (127) - - (4) Repurchase of common shares under normal course issuer bid (235,900) (535) - (2,355) - (2,890) Stock-based compensation charged to operations Balance as of September 30, ,218,840 31, ,447-72,203 Balance as of January 1, ,071,340 31, ,662 (1,623) 82,320 Net income ,042-19,042 Other comprehensive income ,854 2,854 Dividends (6,331) - (6,331) Common shares issued pursuant to exercise of stock options 174, (154) Balance as of September 30, ,246,205 32, ,373 1,231 98,269 The accompanying notes are an integral part of the condensed interim consolidated financial statements These condensed interim consolidated financial statements have not been reviewed by the Company s auditor
5 consolidated financial statements 5 Condensed Interim Consolidated Statements of Cash Flows (Unaudited) In thousands of dollars Nine months ended Sep Operating Activities Net income 19,042 12,639 Items not affecting cash: Stock-based compensation - 2 Accretion expense 2, Amortization of property and equipment, and intangible assets 8,217 5,777 Deferred revenue and vendor contributions (10,840) (9,475) Interest income (158) (158) Interest expense Income tax expense 6,927 5,835 (Gain)/loss on disposal of asset - (165) Deferred income taxes ,265 15,096 Net change in non-cash working capital (Note 14) 4,370 25,726 Interest received Interest paid (922) (69) Income tax paid (9,971) (4,562) 20,900 36,349 Financing Activities Issuance of share capital Shares repurchased under normal course issuer bid - (2,890) Increase in long-term debt - 36,750 Repayment of long-term debt (5,329) (306) Dividends paid (6,331) (3,240) (11,275) 30,731 Investing Activities Redemption (purchase) of short-term investments 984 (154) Acquisition of property and equipment (4,893) (7,336) Proceeds on disposition of property and equipment (3,891) (7,392) Net cash inflow (outflow) 5,734 59,688 Effect of foreign exchange rate changes on cash and cash equivalents Cash and cash equivalents, beginning of year 8, Cash and cash equivalents, end of year 14,735 60,256 Supplemental Non-Cash Financing and Investing Disclosure Acquisition of equipment under capital leases 9 55 Note: Cash and cash equivalents consist of cash on deposit and short-term investments with a maturity less than three months. The accompanying notes are an integral part of the condensed interim consolidated financial statements These condensed interim consolidated financial statements have not been reviewed by the Company s auditor
6 6 1. Summary of business and basis of preparation (a) Nature of business GLENTEL Inc. (the Company ) is incorporated under the Canada Business Corporations Act and its shares are listed on the Toronto Stock Exchange (trading symbol GLN). GLENTEL Inc. operates three distinct divisions. The Retail Canada Division, doing business as ( dba ) WirelessWave, Wave Sans Fil, TBooth wireless, la cabine T sans fil, WIRELESS etc, and Sans Fil etc., provides personal wireless and wired communications products and services, and choice of network carrier to consumers through retail outlets in major shopping malls and Costco Wholesale stores in Canada. The Retail U.S. Division, operating as Diamond Wireless, LLC, is a mall-based national premium retailer for Verizon Wireless throughout the U.S. The Business Division provides public and private sector customers with wireless solutions - designing and commissioning wireless networks for applications in the core technical areas of terrestrial radio systems and satellite network services. The Company s business follows a seasonal pattern, whereby revenues are traditionally higher in the 3rd and 4th quarters due to seasonal demand for the Company s products. Consequently, operating results for interim periods are not necessarily indicative of operating results for the full fiscal year. The head office, principal address, and registered and records office of the Company are located at 8501 Commerce Court, Burnaby, British Columbia, Canada. (b) Basis of preparation and statement of compliance These condensed interim consolidated financial statements are unaudited and have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). As these interim financial statements represent the Company s initial presentation of its results and financial position under IFRS, they were prepared in accordance with IAS 34 Interim Financial Reporting and by IFRS 1 First-time Adoption of IFRS as discussed in Note 16. Comparative figures in the financial statements have been restated to consistently apply the same IFRS. These interim financial statements have been prepared in accordance with the accounting policies the Company expects to adopt in its December 31, 2011 consolidated financial statements. Those accounting policies are based on the IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations that the Company expects to be applicable at that time. The policies set out below were consistently applied to all the periods presented unless otherwise noted below. Detailed disclosures of the effects of transition to IFRS from Canadian GAAP can be found in Note 16. Items included in this note are reconciliations and descriptions of the effect of the transition from Canadian GAAP to IFRS on equity, earnings and comprehensive income, IFRS 1 exemptions and elections applied, an explanation of the transition to IFRS, details of significant changes in accounting policies and presentation reclassifications. These financial statements were prepared on a going concern basis, under the historical cost convention, as modified by financial assets and financial liabilities recorded at fair value through profit or loss. The financial statements were approved by the company s Board of Directors and authorized for issue on October 27, 2011.
7 7 2. Significant accounting policies The unaudited interim consolidated financial statements follow the same accounting policies and methods of application as the 1 st quarter 2011 interim consolidated financial statements. 3. Accounting standards developments Certain new standards, interpretations, and amendments to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning after January 1, 2012 or later periods. Financial instruments IFRS 9, Financial Instruments ( IFRS 9 ) was issued by the International Accounting Standards Board ( IASB ) on November 12, 2009 and will replace IAS 39, Financial Instruments: Recognition and Measurement ( IAS 39 ). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, The Company is assessing the impact of these pronouncements on its results and financial position. 4. Inventory The carrying value of inventory, valued at the lower of cost or net realizable value, and the related classifications of inventory are as follows: Sep 30, 2011 Dec 31, 2010 Finished goods Retail Canada Division 31,433 29,640 Retail U.S. Division 6,779 6,049 Business Division 1,727 1,564 Work in progress Business Division Total inventory 39,961 37,263 The amount of inventories included in cost of sales for the periods ended September 30, 2011 and September 30, 2010 was $187,236 and $133,862, respectively. The following table reflects the movement in the allowance for inventory obsolescence: Sep 2011 Dec 2010 Balance, beginning of year 2,259 2,026 Additional allowance 1,368 2,061 Reduction due to inventory write-off (2,017) (1,828) Total allowance 1,610 2,259
8 8 5. Property and equipment Land Building Leasehold improvement Equipment Rental equipment Software Total Cost $ Balance, January 1, ,147 24,948 4,614 1,448 57,466 Additions - - 5,151 1,182 2,137 2,340 10,810 Additions from acquisition - - 3, ,981 Disposals - - (2,005) (1,121) (2,156) (352) (5,634) Currency translation adjustment - - (117) (19) - - (136) Balance, December 31, ,790 25,357 4,595 3,436 66,487 Additions - - 2,693 1, ,477 6,071 Disposals - - (1,065) (3,656) (306) - (5,027) Currency translation adjustments Balance, September 30, ,644 23,448 4,476 4,913 67,790 Depreciation Balance, January 1, ,015 16,304 3, ,740 Deprecation for the year ,080 2,093 1, ,753 Disposals - - (1,743) (917) (1,346) (294) (4,300) Currency translation adjustments - - (17) (9) - - (26) Balance, December 31, ,335 17,471 3,072 1,096 36,167 Depreciation for the period ,135 1, ,239 Disposals - - (717) (3,158) (249) - (4,124) Currency translation adjustments Balance, September 30, ,842 15,891 3,184 1,246 38,383 Net carrying amount Balance, January 1, ,132 8,644 1, ,726 Balance, December 31, ,455 7,886 1,523 2,340 30,320 Balance, September 30, ,802 7,557 1,292 3,667 29,407 Included with equipment are assets held under finance lease arrangements as follows: Sep 2011 Dec 2010 Cost 1,645 2,724 Accumulated depreciation (1,235) (2,123) Net carrying amount The net book value of leasehold improvements included amounts of $22 (December 31, 2010 $360) in respect of assets not in a condition available for use, which were not being amortized.
9 9 6. Intangible assets Brand names (not amortized) Vendor contracts (not amortized) Vendor contracts (amortized) Customer lists (amortized) Customer relationships (amortized) Noncompete agreement (amortized) Total Cost $ At January 1, ,504 1,050-1,098 1,210-5,862 Additions Disposals - (150) (150) Balance at September 30, , ,098 1,210-5,712 Additions Additions from acquisition - - 8, ,269 12,357 Disposals - (300) (300) Currency translation adjustment - - (210) - - (113) (323) Balance at December 31, , ,791 1,185 1,210 4,156 17,446 Additions Disposals (87) - - (87) Currency translation adjustment At September 30, , ,210 1,098 1,210 4,381 18,003 Accumulated amortization and impairment At January 1, ,165 Amortization expense Balance at September 30, ,392 Amortization expense Currency translation adjustment - - (6) - - (4) (10) Balance at December 31, ,972 Amortization expense - - 1, ,023 Disposals (36) - - (36) Currency translation adjustment At September 30, , ,116 Net carrying amount Balance, January 1, ,504 1, ,697 Balance, December 31, , , ,987 15,474 Balance, September 30, , , ,531 13,887
10 10 7. Goodwill Sep 30, 2011 Dec 31, 2010 Cost Balance, beginning of period 49,925 6,646 Addition from acquisition - 44,449 Foreign currency translation adjustment 2,332 (1,170) Balance, end of period 52,257 49,925 Accumulated impairment losses Balance, beginning of period - - Impairment of goodwill - - Balance, end of period - - Net book value balance, end of period 52,257 49,925 Goodwill has been allocated for impairment testing purposes to the following cash-generating units: - Retail Canada Division - Retail U.S. Division Before recognition of impairment losses, the carrying amount of goodwill (other than goodwill classified as held for sale and goodwill relating to discontinued operations) was allocated to cash-generating units as follows. Sep 30, 2011 Dec 31, 2010 Retail Canada Division 6,646 6,646 Retail U.S. Division 45,611 43,279 52,257 49, Long-term debt Sep 30, 2011 Dec 31, 2010 Loans payable 30,441 35,613 Obligations under capital lease ,815 36,135 Less: Current portion 7,284 7,116 23,531 29,019
11 11 (a) Loans payable The Company has an outstanding $517 fixed-term loan with a Canadian chartered bank, which is secured by a building in Fort St. John and is repayable in monthly installments of $6 including interest at the rate of 6.02% per annum. The Company has an outstanding $29,924 fixed-term loan with a Canadian chartered bank, repayable in monthly principal and interest installments of $671 at the rate of 3.65%, due September 2013, that is secured by a general security agreement on the Company s assets. The future principal payments on the long-term debt at September 30, 2011 are as follows: Loans payable Obligations under finance lease Total $ , , , , , , Subsequent , ,815 (b) Obligations under finance leases In the normal course of business, the Company enters into finance lease arrangements to finance the purchase of vehicles and other equipment used for operations. These finance leases are with multiple vendors, are issued at an interest rate of 3.88%, and mature on various dates up to 2015, repayable at approximately $17 per month. The obligations under these leases are secured by the assets acquired. The fair value of the finance lease liabilities is approximately equal to their carrying amount. The following is a schedule of future minimum lease payments under capital lease, together with the balance of the obligation under capital lease. Present value of minimum lease payments Less interest Obligations under finance lease $ No later than 1 year Later than 1 year and no later than 5 years
12 12 9. Share capital (a) Authorized An unlimited number of common shares without par value. (b) Income per common share Reconciliation of dilution of basic earnings per common share for the periods ended September 30, 2011 and September 30, 2010 is as follows: 2011 Weighted Net income average number of common shares Net income per common share $ For the three months ending September 30, 2011 Basic net income per common share 8,106 22, Stock options (0.01) Diluted net income per common share 8,106 22, For the nine months ending September 30, 2011 Basic net income per common share 19,042 22, Stock options (0.01) Diluted net income per common share 19,042 22, Weighted Net income average number of common shares Net income per common share $ For the three months ending September 30, 2010 Basic net income per common share 6,551 22, Stock options (0.01) Diluted net income per common share 6,551 22, For the nine months ending September 30, 2010 Basic net income per common share 12,639 22, Stock options Diluted net income per common share 12,639 22,
13 Related-party transactions (a) Trading Transactions The Company had the following transactions with TCG International Inc. ( TCGI ) and a subsidiary of TCGI for recovery of costs and provision of services, which have been recorded at the exchange amount (which is equivalent to fair value) being the amount of consideration paid or received as established and agreed to by the related parties. Fair value is defined as the transaction amount with unrelated parties under similar terms and conditions. Sep 30, 2011 Sep 30, 2010 Operating and administrative expenses Construction services and marketing materials 1,603 1,851 TCGI is directly and indirectly owned or controlled by the families of Thomas Skidmore and Allan Skidmore. Messrs Thomas and Allan Skidmore are directors of the Company. (b) Subsidiaries and related entities Details of the Company s subsidiaries at at September 30, 2011 and December 31, 2010 are as follows: Name of subsidiary Principal activity Place of incorporation and operation Proportion of ownership interest and voting power held Diamond Wireless, LLC Retail Utah, U.S.A. 81.5% 81.5% 11. Commitments, contingent liabilities and guarantees (a) The future minimum operating lease commitments of the Company are as follows: Sep 30, 2011 Dec 31, 2010 Payments recognised as an expense Minimum lease payments 16,712 14,718 16,712 14,718 Non-cancellable operating lease commitments Due within 1 year 22,283 14,114 Between 1 year and 5 years 45,897 39,180 More than 5 years 12,439 12,756 80,619 66,050 (b) Legal actions have been commenced against the Company in connection with various matters arising during the normal course of business activities. Management is of the opinion that the cost of settling and defending such actions will not be significant and, accordingly, no provision for losses has been reflected in these financial statements.
14 14 (c) (d) (e) The Company has no off-balance sheet arrangements outstanding at September 30, At December 31, 2010, the Company had letters of credit totaling $40 that were issued as security for the Company s obligations under a contract. In the ordinary course of business under consumer sales agreements and transactions with suppliers, the Company provides guarantees and indemnifications. The terms of these indemnifications vary and generally do not provide any limit on the maximum potential liability. On October 4, 2011, the Company declared a dividend of $0.074 per common share (total dividend $1,646) with a record date of October 14, 2011, and payable October 28, Capital management The Company s objective when managing capital is to provide sufficient capacity to cover normal operating and capital expenditures, as well as acquisition growth, while maintaining an adequate return for shareholders. The Company s primary source of capital is its shareholder s equity (September 30, $32,340, December 31, $31,802) and cash flow from operating activities before net changes in non-cash working capital balances (September 30, $27,265 and $15,096). The Company augments these capital sources with a $10,000 operating facility, which can be used to finance its net working capital and general corporate requirements. Also, the Company has a $36,750 extendible term revolving committed facility that can be used for the acquisitions and capital expenditures. The Company used this facility to acquire Diamond Wireless, LLC, and as at September 30, 2011, has $29,924 outstanding. The Company manages its capital structure to maintain the flexibility to adjust to changes in economic conditions and acquisition growth and to respond to interest rate, foreign exchange, credit, and other risks. In order to maintain or adjust its capital structure, the Company may purchase shares for cancellation pursuant to normal course issuer bids, issue new shares, or raise or retire debt. The facility contains certain restrictive covenants, which the Company was in compliance with as at September 30, In management s opinion, the Company s available borrowing capacity under its bank operating facility and ongoing cash flow from operations are sufficient to resource its anticipated contractual obligations, future operations, capital expenditures, share repurchases and dividends. The company does not anticipate any restrictions, other than in the normal course of business, on its bank operating loan in Financial risk management (a) Fair value The Company s financial instruments recognized on the consolidated balance sheet consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, and long-term debt. The fair values of these financial instruments, excluding long-term debt and the put option related to the Diamond Wireless acquisition, approximate their carrying values due to their shortterm maturity. At September 30, 2011, the fair value of long-term debt was estimated by using market quotes, as well as discounting the remaining contractual cash flows using a rate at which the Company could issue debt with a similar remaining maturity as of the balance sheet date. The fair value of long-term debt as at September 30, 2011 was $30,853 (December 31, $36,249) and as at September 30, 2011 fair value approximated the carrying value.
15 15 At September 30, 2011, the fair value of the redeemable put option was estimated by determining when the put option would be exercised by the holders and the associated cash outflows to the Company. Those cash outflows were then discounted by using an estimated discount rate that equals the Company s weight average cost of capital. The fair value of the redeemable put option as at September 30, 2011 was $11,866 (December 31, $8,789) and as at September 30, 2011 fair value approximated the carrying value. (b) Credit risk Credit risk arises from the potential that a counter party will fail to perform its obligations. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, shortterm investments, and accounts receivable. The maximum amount of credit risk exposure is limited to the carrying amount of the balances in the financial statements. The Company attempts to mitigate the risk associated with cash and cash equivalents and short-term investments by dealing only with large financial institutions with good credit ratings. The Company does not invest in any asset-backed commercial paper ( ABCP ) and, therefore, does not consider itself to be exposed to current uncertainties in the ABCP marketplace. At September 30, 2011, the composition of the Company s accounts receivable balances was as follows: Retail Canada Division 74% (December 31, %, Retail U.S. Division 15% (December 31, %) and 11% in the Business Division (December 31, %). The Retail Canada Division accounts receivable are primarily from two national mobile phone network carriers for which normal credit terms range from 30 to 45 days and receivables for cooperative advertising range from 60 to 90 days. The Retail U.S. Division accounts receivable is primarily from a national U.S. mobile phone network carrier for which normal credit terms range from 30 to 45 days. The risk associated with the accounts receivables of the Business Division are mitigated by providing services to diverse clients in various industries and sectors of the economy. Normal terms to the Company s customers range from 30 to 60 days. Management reviews accounts receivable past due and contacts customers on an ongoing basis with the objective of identifying matters that could potentially delay the collection of funds at an early stage. In establishing the appropriate allowance for doubtful accounts, assumptions are made with respect to the future collectability of the receivables. Assumptions are based on an individual assessment of a customer s credit quality as well as subjective factors and trends. Management believes the allowance is adequate. The following table provides the aging analysis of accounts receivable: Sep 30, 2011 Dec 31, 2010 Current 48,631 61, to 60 days 3,745 3, to 90 days 2,794 1, days + 2,836 1,099 Total accounts receivable 58,006 67,418 Less: Allowance for doubtful accounts (223) (453) 57,783 66,965
16 16 The following table reflects the movement in the allowance for doubtful accounts: Sep 30, 2011 Dec 31, 2010 Balance, beginning of year Addition to allowance Reduction due to receivable write-off (230) (53) Balance, closing (c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company s principal cash requirements are for interest payments on its debt, capital expenditures, dividends, and working capital needs. The Company uses its operating cash flows, operating facility, and cash balances to maintain its liquidity. The following table provides a summary of contractual obligations: As at September 30, 2011 Total Less than 1 year Payments due by period 1-3 years 4-5 years After 5 years $ Long-term debt, including interest 32,288 8,121 23, Capital lease obligations, including interest Operating leases 80,619 22,283 30,678 15,219 12,439 Other long-term obligations 3, ,000 Total contractual obligations 116,557 31,197 55,526 16,068 13,766 (d) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company has minimal exposure to interest rate risk as the Company is primarily funded by fixed-rate debt obligations and equity. The Company has a $10,000 revolving operating facility with a major Canadian chartered bank. The facility bears interest at the bank s prime rate plus premium that ranges from 0 to 50 bps subject to certain financial ratios. At September 30, 2011, the operating bank indebtedness was $nil. (e) Foreign currency exchange risk The Company s functional currencies are the Canadian Dollar ( CAD ) and the US Dollar ( USD ). The Company is exposed to fluctuations in the US Dollar ( USD ) relative to these functional currencies. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
17 17 The Company is exposed to currency risk where domestic monetary assets and liabilities are denominated in a foreign currency. At September 30, 2011, the Company s exposure to movements in the US Dollar in its Canadian operations is as follows: Cash Accounts receivable Accounts payable and accrued liabilities (139) (168) 1, Net change in non-cash working capital Nine months ended Sep Accounts receivable 9,182 (44) Income taxes receivable/payable (957) (547) Inventory (2,698) 14,141 Prepaid expenses (1,417) (933) Accounts payable and accrued liabilities (10,170) 4,344 Deferred revenue and vendor contributions 10,430 8,765 4,370 25, Segmented information The Company operates in three distinguishable industry segments. The Retail Canada Division provides personal communications products and services to consumers in Canada. The Retail US Division provides personal communications products and services to consumers in the United States. The Business Division provides a wide range of terrestrial and satellite products and services to commercial, government and industrial customers. Segment profit represents the profit earned by each segment without allocation of corporate administration costs, investment revenue, finance costs, and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
18 18 Information by business segment is as follows: Three months ended Sep 30 Nine months ended Sep Sales to external customers Retail Canada Division 100,462 88, , ,513 Retail U.S. Division 41, ,163 - Business Division 8,055 7,907 24,013 29, ,743 96, , ,635 Income (loss) before amortization, impairment, interest and taxes Retail Canada Division 14,673 14,464 38,175 31,806 Retail U.S. Division 3,489-11,228 - Business Division ,452 1,748 Corporate (4,978) (3,518) (13,476) (9,392) 14,171 11,195 37,379 24,162 Amortization, other than deferred revenue Retail Canada Division 1,192 1,110 3,468 3,209 Retail U.S. Division 894-2,488 - Business Division ,794 2,049 Corporate ,814 1,968 8,217 5,777 Operating income (loss) before accretion, finance income, finance expense and taxes Retail Canada Division 13,481 13,354 34,707 28,597 Retail U.S. Division 2,595-8,740 - Business Division 416 (428) (342) (301) Corporate (5,135) (3,699) (13,943) (9,911) 11,357 9,227 29,162 18,385 Corporate and other expenses not allocated to segments: Finance income Finance costs (284) (37) (922) (69) Accretion costs (676) - (2,429) - Income taxes (2,340) (2,670) (6,927) (5,835) Total net income from continuing operations 8,106 6,551 19,042 12,639
19 19 Sep 30, 2011 Dec 31, 2010 Additions to non-current assets: Retail Canada Division 2,900 5,048 Retail U.S. Division (132) 2,573 Business Division 544 2,601 Corporate 1,581 1,816 4,893 12,038 Total assets Retail Canada Division 94,005 86,698 Retail U.S. Division 84,963 84,486 Business Division 16,184 16,493 Corporate 40,243 46, , ,186 Goodwill Retail Canada Division 6,646 6,646 Retail U.S. Division 45,611 43,279 52,257 49, First-time adoption of International Financial Reporting Standards ( IFRS ) The Company has adopted IFRS on January 1, 2011 with a date of transition ( Transition Date ) of January 1, 2010 and this is the date on which the Company prepared its opening IFRS balance sheet. Under IFRS 1 First time Adoption of International Financial Reporting Standards, the IFRS are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under Canadian GAAP taken to retained earnings unless certain exemptions are applied. Hindsight was not used to create or revise estimates previously made under Canadian GAAP, except where necessary to reflect any difference in accounting policies or where there is objective evidence that those estimates were in error. In preparing these interim financial statements in accordance with IFRS 1, the Company has applied the mandatory exceptions and selected some of the optional exemptions from full retrospective application of IFRS. Below describes the IFRS 1 applicable exemptions applied by the Company in the conversion from Canadian GAAP to IFRS.
20 20 (a) IFRS Exemptions Selected: 1. Business Combinations - The Company has elected to apply IFRS 3 on a prospective basis to business combinations that occur on or after January 1, IFRS 3, Business Combinations, may be applied retrospectively or prospectively. The retrospective basis would require restatement of all business combinations that occurred prior to the Transition Date. Any goodwill arising on such business combinations before the Transition Date will not be adjusted from the carrying value previously determined under Canadian GAAP as a result of applying these exemptions except as required under IFRS 1. The application of this exemption did not result in an IFRS transition adjustment to the opening balance sheet at January 1, Borrowing costs - IAS 23 requires an entity to capitalize the borrowing costs related to all the qualifying assets for which the commencement date for capitalization is on or after January 1, Early adoption is permitted. The Company elected not to early adopt this policy, thus borrowing costs related to the qualifying assets for which the commencement date is prior to January 1, 2009 are expensed, and those with commencement date subsequent to January 1, 2009 will be capitalized. The Company does not have any qualifying projects at transition date; as such this exemption is not applicable upon transition to IFRS. 3. Leases The Company may determine whether an arrangement existing at the date of transition to IFRS contains a lease on the basis of facts and circumstances existing at that date. The Company has applied the transitional provisions in IFRIC 4, Determining whether an Arrangement contains a Lease. The application of this exemption did not result in an IFRS transition adjustment to the opening balance sheet at January 1, Employee benefits IAS 19, Employee Benefits, allows certain actuarial gains and losses to be either deferred and amortized, subject to certain provisions (corridor approach), or immediately recognized through equity. Retrospective application of the corridor approach for recognition of actuarial gains and losses in accordance with IAS 19 would require management to determine actuarial gains and losses from the date benefit plans were established. The Company has elected to recognize all cumulative unamortized actuarial gains and losses that existed at the Transition Date in opening retained earnings for all of its employee benefit plans. The application of this exemption resulted in an IFRS transition adjustment discussed in the reconciliation below. 5. Share-based payments IFRS 2, Share Based Payments, encourages application of its provisions to equity instruments granted on or before November 7, 2002, but permits the application only to equity instruments granted after November 7, 2002 that had not vested by the Transition Date. The Company has elected not to apply IFRS 2 to awards that vested prior to January 1, The application of this exemption did not result in an IFRS transition adjustment to the opening balance sheet at January 1, Decommissioning liabilities included in the cost of property, plant and equipment IFRS 1 allows for either the retroactive adoption or prospective adoption from the transition date of IFRIC 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities. The Company has elected not to retrospectively recognize changes to liabilities under IFRIC 1, which may have occurred before the Transition Date.
21 21 (b) Reconciliation between Canadian GAAP and IFRS Equity Presented below are reconciliations prepared by the Company to reconcile to IFRS the equity, total comprehensive income, and cash flows of the Company from those reported under Canadian GAAP: Sep 30, 2010 Note $ Total Equity under Canadian GAAP 79,056 IFRS adjustments increase (decrease): Accumulated experience loss for deferred pension costs (IAS19) i (1,083) Recognize deferred income tax relating to IFRS opening balance sheet adjustments ii 279 Total Equity under IFRS 78,252 Total Assets under Canadian GAAP 190,558 IFRS adjustments increase (decrease): Accumulated experience loss for deferred pension costs (IAS19) i (473) Recognize deferred income tax relating to IFRS opening balance sheet adjustments ii 279 Total Assets under IFRS 190,364 Total Liabilities under Canadian GAAP 111,502 IFRS adjustments increase (decrease): Accumulated experience loss for deferred pension costs (IAS19) i 610 Total Liabilities under IFRS 112,112 Net Assets under IFRS 78,252 In addition to the exemptions discussed above, the following narratives explain the significant differences between Canadian GAAP accounting policies and the current IFRS policies applied by the Company. i. Adjustment for accumulated experience loss for deferred pension costs (IAS19) At December 31, 2009 the Company reviewed the employee benefits and pension plans. Under Canadian GAAP the corridor approach was used, which permitted the deferral of gains and losses that were less than 10% of the greater of assets and the benefit obligation. An accounting policy choice under IAS 19 was made regarding the treatment of gains and losses related to the pension plans. Under IFRS the Company will recognise all gains and losses in other comprehensive income. This change in accounting policy choice resulted in the derecognition of the deferred pension costs asset of ($473), the recognition of a deferred pension cost liability for $610, and a net reduction of retained earnings for ($1,083). ii. Adjustment for deferred income taxes (IAS12) IAS 12, Income Taxes is required to be applied retrospectively to all balances at transition date. The analysis performed did not identify any differences relating to the treatment of deferred
22 22 income taxes under Canadian GAAP and IFRS. The IFRS adjustments relating to other IFRS at transition date created differences in deferred tax bases, which have been accounted for in accordance with IAS 12. This effect of applying IAS 12 to all transition adjustments resulted in the net increase to deferred tax assets of $279 and a corresponding increase to retained earnings for $279. Comprehensive income For the three and nine months ended September 30, 2011, the comparative period total comprehensive income under Canadian GAAP was consistent with the measurement and recognition requirements of IFRS, with no adjustment to reconcile with IFRS required. Cash Flows The adoption of IFRS has had no impact on the net cash flows of the Company. The changes made to the consolidated balance sheets and consolidated statements of operations and comprehensive income have resulted in the reclassification of amounts on the statements of cash flows; however, there have been no changes to the net cash flows. IAS 7, Statement of Cash Flows requires that cash flows relating to finance costs/interest and income tax be separately disclosed within the statement classifications. Under Canadian GAAP these amounts were previously disclosed as a note to the statement of cash flows. These amounts have been separately disclosed under operating activities within the consolidated statement of cash flows under IFRS. Presentation Reclassifications IAS 12, Income Taxes requires that all deferred income tax items be classified as non-current in the balance sheet. The total amount presented as Current portion of future income tax benefits under Canadian GAAP has been reclassified to Deferred tax assets. 17. Redeemable financial instrument IFRS 39, Financial Instruments: Recognition and Measurement, requires that the non-controlling interest s put option related to the Diamond Wireless acquisition be recognized in the financial statements. This liability is accreted over time. Details of this liability are as follows: Sep 30, 2011 Dec 31, 2010 Balance, beginning of year 8,789 - Additions - 8,471 Accretion 2, Currency translation adjustment 648 (233) Net carrying amount 11,866 8,789
23 Acquisition Effective October 1, 2010, the Company acquired an 81.5% member interest in Diamond Wireless, LLC ( Diamond ), a mall-based Verizon Wireless Premium Retailer headquartered in Salt Lake City, Utah. The Company also agreed to purchase, subject to certain terms and conditions, the remaining 18.5% minority interest in the future. Fair value of the consideration paid in cash was USD $50,450 (CAD $51,535). The acquisition has been accounted for as a business combination. The preliminary assessment of the net assets acquired at fair value is as follows: $ Cash 767 Accounts receivable 10,320 Inventory 4,353 Prepaid expenses 1,319 Property and equipment 3,980 Intangible assets 12,270 Goodwill 44,449 77,458 Accounts payable and accrued liabilities (16,566) Non-controlling interest (9,357) 51,535 Due to the timing of the acquisition, the fair values assigned to the net assets acquired are preliminary and may be revised by the Company as additional information is received.