Management s Discussion and Analysis for the three and nine months ended September 30, 2012 and 2011 (Unaudited)

Transcription

1 Management s Discussion and Analysis for the three and nine months ended September 30, 2012 and 2011 (Unaudited) Page 1

2 Management s Discussion and Analysis October 25, 2012 The following management s discussion and analysis ( MD&A ) of GLENTEL Inc. ( GLENTEL or the Company ) describes our business, the business environment as we see it today, our vision and strategy, as well as the critical accounting policies used in our Company that will help you understand our unaudited condensed interim consolidated financial statements. This report should be read together with the Company s unaudited condensed interim financial statements and accompanying notes included therein for the three and nine months ended September 30, 2012 and 2011, and the Company s audited annual consolidated financial statements, accompanying notes included therein, and management s discussion and analysis included in the 2011 Annual Report, which have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). All financial amounts are expressed in Canadian dollars. Additional information, including the Company s Annual Information Form ( AIF ), can be obtained from the System for Electronic Document Analysis and Retrieval ( SEDAR ) on the Internet at Forward-Looking Statements Certain statements in this report may constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Included herein is a Caution Concerning Forward-Looking Statements section that should be read in conjunction with this report. Page 2

3 Overview GLENTEL (TSX: GLN) is the largest independent multi-carrier mobile phone retailer in Canada and a leading provider of innovative and reliable telecommunications services and solutions in North America. Founded in 1963 and headquartered in Burnaby, BC, Canada, GLENTEL comprises three operating divisions Retail Canada, Retail U.S. and Business that service thousands of consumers and commercial communications customers. The company operates over 540 corporate stores with more than 330 locations in Canada located nationally in retail malls, Costco Wholesale stores, and business centres; and more than 210 retail locations in the United States. GLENTEL offers a choice of network carrier and wireless device or mobile phone to Canadian consumers and offers the family of wireless products and services of Verizon Wireless as one of Verizon Wireless select six National Premium Retailers in the United States. GLENTEL operates its business under the trading names Glentel Wireless, WIRELESSWAVE, WAVE SANS FIL, Tbooth wireless, la cabine T sans fil, WIRELESS etc., SANS FIL etc., Mac Station, and Diamond Wireless a Verizon National Premium Retailer in the U.S. Overall Performance GLENTEL reported consolidated sales of $467.9 million and net income of $16.5 million. Summary of the 3rd quarter of 2012: Retail Canada Division sales increased 6% to $106.9 million in the 3rd quarter of 2012 compared to $100.5 million in the 3rd quarter of Retail U.S. Division sales increased 45% to $59.9 million in the 3rd quarter of 2012 compared to $41.2 million in the 3rd quarter of During the 3rd quarter of 2012, GLENTEL added 7 new store locations in the Retail Canada Division. WIRELESSWAVE added 1 new store; Tbooth wireless/ la cabine T sans fil opened 6 new stores. The Retail U.S. Division opened 3 stores and closed 5 stores in the 3 rd quarter of Diamond Wireless ( Diamond ) operated in 17 U.S. states, and operated 212 stores at the end of the 3rd quarter of Page 3

4 On October 1, 2012, GLENTEL declared a quarterly dividend of $0.10 per share. Consolidated net income and basic earnings per share for the 3rd quarter ended September 30, 2012 were $8.3 million ($0.37 per share), compared to $8.1 million ($0.37 per share), for Consolidated net income and basic earnings per share for the nine months ended September 30, 2012 were $16.5 million ($0.74 per share), compared to $19.0 million ($0.86 per share), for Summary of Consolidated Quarterly Results (In thousands, except per share amounts) Years Ended December Sep 30 June 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 (4) Sales (1) $ 174,834 $ 144,709 $ 148,347 $ 174,883 $ 149,743 $ 137,965 $ 121,062 $ 161,672 Operating income (2) $ 11,998 $ 8,149 $ 5,120 $ 14,149 $ 11,357 $ 9,610 $ 8,195 $ 17,046 Net income $ 8,263 $ 5,004 $ 3,268 $ 9,654 $ 8,106 $ 6,191 $ 4,745 $ 10,723 Net income per common share Basic $ 0.37 $ 0.23 $ 0.15 $ 0.43 $ 0.37 $ 0.28 $ 0.21 $ 0.49 Diluted $ 0.37 $ 0.22 $ 0.15 $ 0.43 $ 0.36 $ 0.28 $ 0.21 $ 0.48 Dividends declared per common share (3) Historically, the Company s business is stronger during its 3rd and 4th quarters, while the 1st quarter is generally the weakest quarter of the year. This seasonal pattern is tied closely to traditional cycles in consumer spending. 2. Operating income is income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes. 3. As at September 30, 2012, a total of $6.7 million of dividends were paid to common shareholders. During the year ended December 31, 2011, dividends totaled $9.7 million to common shareholders. 4. During the 4 th quarter of 2010, the Company acquired Diamond, a U.S. mallbased Verizon Wireless Premium Retailer. Page 4

5 Results of Operations - Analysis of 3rd Quarter and Nine Months Operating Results (Comparison of 3rd quarter and nine months ended September 30, 2012 versus September 30, 2011) Sales for the 3rd quarter ended September 30, 2012, increased 17% to $174.8 million compared to $149.7 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes increased 6% to $12.0 million for the 3rd quarter compared to $11.4 million in Sales for the nine months ended September 30, 2012, increased 15% to $467.9 million compared to $408.8 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes decreased 13% to $25.3 million for the nine months ended September 30, 2012 compared to $29.2 million in Consolidated net income and basic earnings per share for the three months ended September 30, 2012 were $8.3 million, $0.37 per share, compared to $8.1 million, $0.37 per share, for the same period of the previous year. Consolidated net income and basic earnings per share for the nine months ended September 30, 2012 were $16.5 million, $0.74 per share, compared to $19.0 million, $0.86 per share, for the same period of the previous year. The following discussion by segment provides an analysis of the results of operations for 2012 compared to Retail Canada Division In the 3rd quarter of 2012, sales of retail mobile phone products, tablets and services in the Retail Canada Division increased 6% to $106.9 million compared Page 5

6 to $100.5 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes for the division remained the same at $13.5 million for the 3rd quarter of 2012, compared to the same period in the previous year. The division s operating income was 13% of sales in both 2012 and For the nine months ended September 30, 2012, sales of retail mobile phone products, tablets and services in the Retail Canada Division increased 6% to $284.0 million compared to $267.6 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes for the division was $33.1 million for the nine months ended September 30, 2012, compared to $34.7 million for the same period in the previous year. The division s operating income was 12% of sales in 2012, compared to 13% of sales in In the 3rd quarter of 2012, the Company added a total of 7 store locations in the Retail Canada Division (8% growth over the prior year). WIRELESSWAVE / WAVE SANS FIL added 1 new store, increasing the total number to 137 mallbased stores and retail locations operating under this banner. Tbooth wireless / la cabine T sans fil opened 6 new stores in 2012, bringing the total to 105 mallbased stores operating under this banner. WIRELESS etc./sans FIL etc. operated a total of 81 stores in Costco Wholesale in Canada. The Company operated 3 Mac Station stores in the Vancouver, BC area at September 30, At September 30, 2012, the Retail Canada Division operated a total of 326 retail stores in major shopping malls and high pedestrian-traffic locations, Mac Station stores, and Costco Warehouses in Canada, compared to 303 stores in The Retail Canada Division saw same-store activations decline for the 3rd quarter of 2012 by 6% (2011 growth of 0%) for stores that were open for both 2012 and Same-store activations declined for the nine months ended Page 6

7 September 30, 2012 by 7% (2011 growth of 8%) for stores that were open for both 2012 and Sales in the 3rd quarter started slow as consumers were waiting for the anticipated release of the Apple iphone 5. The launch of the Apple iphone 5 in the last 10 days of September and the continued strong sales of the Samsung Galaxy S III helped sales for the quarter. Blackberry sales continued to slow down in the 3rd quarter as no new products were launched; this has impacted us and the industry. The first two quarters of 2012 saw the carriers face competitive pressures and consumers moving to lower term plans which reduced margins for the business. The division is very well positioned to embrace these market changes given that we offer the multi-carrier solution to our customers. The division addressed its cost structure by adjusting operating expenses to align with the decrease in sales. We have concentrated on our operational procedures to align them with our carriers focus on quality activations and churn management. The division continues to train its sales associates on the fundamentals of sales and product knowledge to provide the best customer service possible. We will continue to align our cost structure to our sales in the 4th quarter to maximize profits. We will be moving into the 4th quarter of 2012 with the launch of the Apple iphone 5 and the Samsung Galaxy S III, along with many new products that will generate excitement in the industry. Manufacturers such as Samsung, HTC and Nokia will be introducing new Windows 8 platform devices and other android products. In the 3rd quarter of 2012, the division renewed its contract with Costco Canada to be its exclusive wireless retailer. The division also announced a long term agreement with Target Canada to be its exclusive wireless retailer for the Target Mobile brand. The division is working with Target on the planning and implementation of the program for a successful launch in 2013 and thus the division will incur development and training costs until the launch of Target Mobile. Also new to the 3 rd quarter, the division is operating one mall based store Page 7

8 for a global brand under a management agreement. The division will continue to look for opportunites to provide retail management services to retailers. Operating expenses for the 3rd quarter of 2012 decreased to $26.1 million compared to $27.2 million in The decrease was due to adjusting costs to align with the reduction in sales. The reduction in operating expenses was achieved despite the increase in store count and the competitive wage pressures due to increased competition in the wireless category. Total operating expenses in relation to sales were 25% of sales in 2012 and 27% in the prior year. Operating expenses for the nine months ended September 30, 2012 increased to $75.7 million compared to $72.2 million in This was due to the increased number of stores operating in 2012 along with increases in employee wages, incentives, and store rents in the 1st quarter of 2012; however, this was offset by a decrease in wage costs in the 2nd and 3rd quarter. Total operating expenses in relation to sales were 27% of sales in both 2012 and For the 3rd quarter of 2012, amortization expense of property, equipment, and intangible assets was $1.3 million compared to $1.2 million in For the nine months ended September 30, 2012, amortization expense of property, equipment, and intangible assets was $3.9 million compared to $3.5 million in 2011.The amortization expense increased due to the number of stores that were renovated in the Retail Canada Division. The plan is to continue to refurbish and/or renovate stores in order to provide an unparalleled customer experience while delivering strength and competitiveness to our brands. Increasing the store count with the opening of new stores, and the renovation of existing stores, will result in a higher amortization expense in the future. Retail U.S. Division In the 3rd quarter of 2012, sales of retail mobile phone products, tablets and services in the Retail U.S. Division increased 45% to $59.9 million in 2012 compared to $41.2 million in Operating income before change in fair value Page 8

9 of redeemable financial instruments, finance income and expenses, and taxes for the division increased 53% to $4.0 million for the 3rd quarter of 2012, compared to $2.6 million the same period the previous year. The division s operating income was 7% of sales in 2012, compared to 6% of sales in For the nine months ended September 30, 2012, sales of retail mobile phone products, tablets and services in the Retail U.S. Division increased 37% to $160.9 million in 2012 compared to $117.2 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes for the division decreased 8% to $8.0 million, compared to $8.7 million the same period the previous year. The division s operating income was 5% of sales in 2012, compared to 7% of sales in Sales increased in the 3rd quarter and for the nine months ended September 30, 2012, with the greater number of stores operating in the 3rd quarter of 2012 compared to the same period in 2011 and the sales of higher priced smartphones. For the first part of the quarter, sales were slow with the anticipated Apple iphone 5 release. However, the launch of the Apple iphone 5 helped increase sales in the late part of the quarter. The Verizon Share everything plan helped increase consumer interest in smartphones. These smartphones have a higher selling price and higher cost of goods sold, which also increased sales from the prior period. Verizon continues to introduce promotions in the 3rd quarter of 2012 and the division matched these promotions to remain competitive in the market; this reduced margins in the 3rd quarter of 2012 by 4% and for the nine months ended September 30, 2012 by 5% versus the previous year. However, margins improved by 2% in the 3rd quarter of 2012 versus the 1st quarter of The division saw margin improvements from hardware purchase programs and cost control initiatives. The Division rolled out, with new energy and focus, the employee product sales training program around the Apple iphone 5 launch. Page 9

10 Diamond opened 3 stores and closed 5 stores in the 3rd quarter of 2012, bringing the total to 212 mall-based stores as at September 30, 2012, compared to 171 stores as at September 30, Diamond operated in 17 U.S. states at the end of the quarter. Operating expenses for the 3rd quarter of 2012 increased to $14.4 million compared to $11.3 million in Total operating expenses for the 3rd quarter in relation to sales improved to 24% of sales in 2012 compared to 27% of sales in the prior year. Operating expenses increased primarily from the increase in the number of stores opened in Operating expenses for the nine months ended September 30, 2012 increased to $39.9 million compared to $31.7 million in Total operating expenses in relation to sales improved to 25% of sales in 2012 compared to 26% of sales in the prior year. Operating expenses increased primarily from the increase in the number of stores opened in Diamond continues to increase its store footprint and these new stores will mature over the next few years. Verizon continues to expand the 4G/LTE network to many new locations including many of our retail markets. As Verizon introduces new 4G/LTE supported handsets, this will allow us to upgrade customers to the new technology. The Apple iphone 5 and Samsung Galaxy III will help drive sales in the 4th quarter, as we come to the holiday selling season. Business Division In the 3rd quarter of 2012, sales of terrestrial narrowband and broadband radio systems, satellite network services, and implementation services in the division were $8.0 million in 2012 compared to $8.1 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes for the division for the 3rd quarter of 2012 remained the same at $0.4 million compared to the same period in the previous year. Page 10

11 For the nine months ended September 30, 2012, sales of terrestrial narrowband and broadband radio systems, satellite network services, and implementation services in the division were $23.0 million in 2012 compared to $24.0 million in Operating income before change in fair value of redeemable financial instruments, finance income and expenses, and taxes for the division for the nine months ended September 30, 2012 was income of $0.5 million compared to a loss of $0.3 million in the same period of the previous year. Business Division revenues decreased in the 3rd quarter of 2012 compared to The division had a steady stream of revenues from small-to medium-sized projects and maintained recurring revenues for airtime, tower sites and rental assets. Gross margins increased by 1% in the 3rd quarter of 2012 compared to the 3rd quarter of 2011, and gross margins increased 1% for the nine months ended September 30, 2012 compared to the prior year. Operating expenses for the 3rd quarter of 2012 increased to $2.8 million in 2012 compared to $2.6 million the previous year. Operating expenses for the nine months ended September 30, 2012 decreased to $8.3 million compared to $8.8 million in the previous year. Operating expenses decreased as the division focused on controlling costs. For the 3rd quarter of 2012, amortization expense of property, equipment, and intangible assets was $0.5 million compared to $0.6 million in For the nine months ended September 30, 2012, amortization expense of property, equipment, and intangible assets was $1.5 million compared to $1.8 million in The amortization expense relates to property, equipment and intangible assets, vehicles under capital leases, and decommissioning provisions. Page 11

12 Corporate Operations Corporate operating and administrative expenses for the 3rd quarter ended September 30, 2012 were $5.7 million compared to $5.0 million in the previous year. Operating expenses for the nine months ended September 30, 2012, increased to $15.8 million compared to $13.5 million last year. The Corporate Division includes administrative, finance, information technology and marketing services that are managed centrally in both Canada and the U.S. and are not allocated directly to the operating divisions. Management strives to leverage the divisional cost structure to maximize productivity and value from its resources. Divisional operating costs were 3% of sales for the 3rd quarter of 2012 (2011 3%), and divisional operating costs were 3% (2011 3%) of sales for the nine months ended The Company incurred corporate acquisition costs of $0.8 million in the 3rd quarter of 2012 and $2.4 million for the nine months ended September 30, Corporate Division operating costs also include Retail U.S. corporate costs of $1.3 million ( $0.9 million) for the 3rd quarter of 2012 and $3.6 million ( $2.6 million) for the nine months ended September 30, Income tax expense was $3.3 million (28% of income before taxes) in 3rd quarter 2012 compared to $2.3 million (22% of income before taxes) the previous year. Income tax expense was $6.5 million (28% of income before taxes) for the nine months ended September 30, 2012 compared to $6.9 million (26% of income before taxes) the previous year. Due to Canadian federal and provincial enacted corporate income tax rate changes, the statutory income tax rate for the Company decreased from 28% in 2011 to 26% in In February 2012, the Company filed a Notice of Intention to renew its Normal Course Issuer Bid with the TSX pursuant to which GLENTEL indicated that, for the period from February 7, 2012 to January 31, 2013, it may acquire up to 500,000 common shares of the Company. For the period from January 1, 2012 to Page 12

13 October 25, 2012, no repurchases had been made. For the period from January 1, 2011 to September 30, 2011, no repurchases were made. Liquidity Cash and Short-term Investments The Company s cash and short-term investments balance increased to $53.7 million at September 30, 2012 compared to $30.1 million at December 31, Working capital decreased to $28.0 million at September 30, 2012 compared to $41.0 million at December 31, Working capital is defined as current assets less current liabilities excluding assets and liabilities held for sale. Cash flows Operating Activities For the nine months ended September 30, 2012, cash generated by operating activities after adjusting for net change in non-cash working capital was $46.7 million compared to $20.9 million for The Company generated $20.6 million from operations, before net change in non-cash working capital, compared to $27.3 million in Cash generated for the net change in noncash working capital was $33.0 million compared to $5.3 million of cash generated from non-cash working capital the previous year. The increase in cash generated by non-cash working capital was the result of a decrease in accounts receivables and inventory as management focused on reducing inventory levels. This was offset by a decrease in accounts payables resulting from payments made to vendors from the inventory buildup for sales in the 4 th quarter of Working capital (inventory, accounts receivable, and accounts payable) has been actively managed by monitoring inventory turnover data, collecting accounts receivable, and taking advantage of trade discounts and/or extended payment terms granted by suppliers for accounts payable. Page 13

14 Financing Activities For the nine months ended September 30, 2012, cash used for financing activities was $13.4 million compared to $11.3 million used in the previous year. The Company used $6.0 million for the repayment of long-term debt, compared to $5.3 million in the prior year. The Company paid quarterly dividends to common shareholders for a total amount of $6.7 million ( $4.9 million). The Company paid dividends of $0.8 million ( $1.4 million in 2011) to the noncontrolling interest of Diamond Wireless. Investing Activities For the nine months ended September 30, 2012, cash used for investing activities totaled $17.2 million compared to $3.9 million for the same period the previous year. The Company redeemed short-term investments of $3.1 million ( $7.2 million). The Company purchased short-term investments of $12.2 million ( $6.2 million). The Company has put excess cash into short-term investments that are highly liquid money market instruments with maturities greater than three months from the date of acquisition. The Company used $8.3 million ( $4.9 million) for capital expenditures. The Retail Canada Division acquired property and equipment, net of vendor contributions, for store renovations and the 7 new stores opened in The Retail U.S. Division acquired property and equipment, net of vendor contributions for new store openings. The Business Division acquired rental pool equipment, tower sites, and service equipment. The Corporate Division upgraded the IT infrastructure and communications technology. The Company anticipates that its cash, short-term investments, cash flow from operations, credit facility, and long-term debt will be sufficient to fund future operations, capital expenditures, and dividends. The Company s current plan is to continue to finance its planned organic growth through internally generated funds and to use long-term debt for potential acquisitions. From time to time the Page 14

15 Company will explore potential acquisitions and incur associated due diligence costs. Comprehensive Income For the 3rd quarter ended September 30, 2012, the Company had comprehensive income of $6.3 million ( $12.6 million), consisting of $8.3 million of net income ( $8.1 million), and $2.0 million of comprehensive loss ( $4.5 million income) related to the unrealized foreign exchange loss on the translation of foreign operations. For the nine months ended September 30, 2012, the Company had comprehensive income of $14.6 million ( $21.9 million), consisting of $16.5 million of net income ( $19.0 million), and $1.9 million of comprehensive loss (2011 $2.9 million income) related to the unrealized foreign exchange loss on the translation of foreign operations. Capital Resources The Company has available a $10.0 million revolving operating facility with a major Canadian chartered bank. At September 30, 2012, the operating bank indebtedness was $nil. On January 19, 2012, prior to maturity, the Company paid in full the outstanding balance of $0.5 million on its fixed-term loan that was secured by a building in Fort St. John. The Company has an outstanding $23.4 million fixed-term acquisition loan with the same chartered bank, repayable in monthly principal and interest installments of $0.7 million at the rate of 3.65%, due September 2013, that is secured by a general security agreement on the Company s assets. The outstanding balance of the fixed-term loan has been reclassed as current long-term debt as the maturity of the fixed-term loan is within 12 months. Page 15

16 At September 30, 2012, the Company had a liability of $0.2 million in respect of vehicles under capital leases for terms of 60 months, which are repayable in monthly installments of approximately $0.02 million plus interest at 3.95%. The Company s borrowing facilities contain certain restrictive covenants. The Company was in compliance as at September 30, 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 defines its capital as the aggregate of long-term debt (including the current portion) and shareholders' equity. 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. Off-Balance Sheet Arrangements and Contractual Arrangements In February 2012, the Company filed a Notice of Intention to renew its Normal Course Issuer Bid with the TSX pursuant to which GLENTEL indicated that for the period from February 7, 2012 to January 31, 2013, it may acquire up to 500,000 common shares of the Company. For the period from January 30, 2012 to September 30, 2012, no repurchases had been made. Page 16

17 Summary of Contractual Obligations As at September 30, 2012 (In thousands of dollars) Payments due by period Less than After Total 1 year years years 5 years $ $ $ $ $ Accounts payable and accrued liabilities 96,204 96, Long-term debt, including interest 24,156 24, Finance lease obligations, including interest Operating leases 82,775 22,594 28,916 16,945 14,320 Redeemable financial instruments* 26,450-6,475 10,992 8,983 Other 4, ,605 Total contractual obligations 234, ,879 36,395 28,475 25,908 * Represents best estimate of cash paid on redeeming the instruments, not taking into account the time value of money. The Company is obligated to repair or replace mobile phone products sold under premium protection plans, the cost of which is not determinable. Revenue from the sale of the plans is deferred and amortized to income over the contract. At September 30, 2012, the present value of the redemption amount of the put option held by the non-controlling interest in Diamond Wireless and Mac Station was $14.7 million compared to $13.0 million at December 31, The interest of non-controlling shareholders in the acquiree is initially measured at fair value. Put options written by the controlling shareholders to the non-controlling shareholders are recorded as a financial liability at fair value as determined by the present value of the redemption amount. Upon initial recognition, the value of the put option is reclassified from equity to financial liability. When the present value of the redemption amount is less than the non-controlling interest, the amount is reallocated to controlling interest equity as the non-controlling interest is recorded as a financial liability. Any subsequent income/loss, dividends, and foreign translation adjustments attributable to the non-controlling interest are recognized as part of the controlling interests income or equity. Fair value adjustment of $0.3 million ( $0.7 million) was recognized in the 3rd quarter of 2012, and a fair value adjustment of $1.7 million ( $2.4 million) was recognized for the nine months ended September 30, Page 17

18 Transactions with Related Party The Company had the following transactions with a shareholder. (In thousands of dollars) Nine months ended September Operating and Administrative services fee $ 150 $ 198 Construction services and marketing materials 1,751 1,603 During the nine-month period ended September 30, 2012, certain operating and administrative services provided to the Company by TCG International Inc. ( TCGI ) resulted in fees of $0.2 million ( $0.2 million) as agreed to by the Board of Directors. In addition, the Company paid $1.8 million ( $ 1.6 million) for store construction and marketing materials provided by a subsidiary of TCGI. These related-party transactions were recorded at the exchange amount (which in management s judgment is equivalent to fair value), being the amount of consideration paid as established and agreed to by the related parties. TCGI is directly and indirectly owned or controlled by Thomas Skidmore and Allan Skidmore, who are directors of GLENTEL. At September 30, 2012, the Company owed the non-controlling shareholder of one of its subsidiaries, Mac Station, a non-interest bearing shareholder loan of $0.1 million, which is included in accounts payable and accrued liabilities. Subsequent Events On October 1, 2012, the Company declared a dividend of $0.10 per common share (total dividend of $2.2 million) with a record date of October 12, 2012, and payable October 25, Page 18

19 Proposed Transactions On September 26, 2012, the Company entered into an agreement to acquire an 83% shareholding in AMT Group Pty Ltd (AMT Group) for a purchase price of AUD $70.6 million subject to customary closing adjustments and conditions. The purchase price will be funded by the Company s cash, short-term investments and debt. AMT Group is a leading independent multi-carrier mobile phone and telecommunications retailer in Australia, widely recognized under the Allphones brand. The transaction is expected to close on or about November 1, Outstanding Share Data As at September 30, 2012 and October 25, 2012, GLENTEL had 22,216,105 common shares issued and outstanding. There are also 233,735 options outstanding that entitle the holder to purchase one common share per share option of GLENTEL at prices ranging from $1.55 to $3.63. Critical Accounting Policies, Judgments, and Estimates In our 2011 Annual Audited Consolidated Financial Statements and Notes thereto, as well as in our 2011 Annual MD&A, we have identified the accounting policies and estimates that are critical to the understanding of our business operations and our results of operations. For the nine months ended September 30, 2012 there were no changes to the critical accounting policies and estimates from those found in our 2011 Annual MD&A except for the following accounting policy application to account for the sale of towersites within the Business Division. Assets Held For Sale Assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continued use. The sale of these assets must be considered highly probable. A sale is considered highly probable if the assets are available for immediate sale, and management has Page 19

20 stated their intention to sell the properties within one year. Assets classified as held for sale are measured at the lower of the carrying amount and the fair value less costs to sell, and are no longer depreciated. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised. Assets held for sale are presented separately, as current assets, from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately, as current liabilities, from other liabilities in the balance sheet. Gains or losses on eventual sale of the non-current assets or disposal groups are included in profit or loss from continuing operations. New Accounting Standards IFRS 7, Financial Instruments: Disclosures In October 2010, the IASB amended IFRS 7, Financial Instruments: Disclosures ( IFRS 7 ). This amendment enhances disclosure requirements to aid financial statement users in evaluating the nature of, and risks associated with an entity s continuing involvement in derecognized financial assets. This amendment is effective for the Company s interim and annual consolidated financial statements commencing January 1, The company has assessed the impact of this amendment and there is no impact on its consolidated financial statements. Recent Accounting Pronouncements The Company has not yet adopted certain IFRS standards, interpretations and amendments that have been issued but are not yet effective. Unless otherwise indicated, the following accounting pronouncements are required to be applied beginning on or after January 1, Refer to our 2011 Annual Report for a brief description of each accounting pronouncement. The Company is assessing Page 20

21 the impact of the following accounting pronouncements on its consolidated financial statements: IFRS 10, Consolidated Financial Statements IFRS 11, Joint Arrangements IFRS 12, Disclosure of Interests in Other Entities IFRS 13, Fair Value Measurement IAS 1, Presentation of Financial Statements (amended 2011) IAS 19, Employee Benefits (amended 2011) IAS 27, Separate Financial Statements (amended 2011) IAS 28, Investments in Associates and Joint Ventures (amended 2011) IAS 32, Financial Instrument: Presentation (amended 2011), effective January 1, 2014 IFRS 9, Financial Instruments, effective January 1, 2015 Controls and Procedures There have been no changes in our internal controls over financial reporting during the first nine months of 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Unaudited Interim Financial Statements In accordance with National Instrument released by the Canadian Securities Administrators, the Company discloses that its auditors were not requested to review the unaudited interim financial statements for the periods ended September 30, 2012 and Page 21

22 Caution Concerning Forward-Looking Statements Certain statements in the Management s Discussion and Analysis, other than statements of historical fact, are forward-looking in nature and involve various risks and uncertainties. These can include, without limitation, statements concerning possible or assumed future results of operations of the Company preceded by, followed by, or that include words and phrases such as will, believes, plans, intends, expects, anticipates, estimates or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions related to all aspects of the wireless communications industry and the global economy. As a result, the Company s actual results may differ materially from those anticipated in the forward-looking statements and there can be no assurance that such statements will prove to be accurate. You should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement (and such risks, uncertainties, and other factors) speak only as of the date on which it was originally made, and GLENTEL expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this document to reflect any change in expectations with regard to those statements or any other change in events, conditions or circumstances on which any such statement is based, except as required by law. New factors emerge from time to time, and it is not possible for GLENTEL to predict what factors will arise or when. In addition, GLENTEL cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Page 22