Tim Horton Children s Foundation, Inc. Combined Financial Statements October 31, 2011 (in thousands of Canadian dollars)

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1 Tim Horton Children s Foundation, Inc. Combined Financial Statements

2 March 6, 2012 Independent Auditor s Report To the Directors of Tim Horton Children s Foundation, Inc. We have audited the accompanying combined financial statements of Tim Horton Children s Foundation, Inc. (the Foundation), which comprise the combined balance sheet as at and the combined statements of operations, net assets and cash flows for the year then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. Management s responsibility for the combined financial statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers LLP, Chartered Accountants North American Centre, 5700 Yonge Street, Suite 1900, North York, Ontario, Canada M2M 4K7 T: , F: PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

3 Opinion In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Foundation as at and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants, Licensed Public Accountants

4 Combined Balance Sheet As at Assets Current assets Cash 3,417 6,918 Accounts and pledged donations receivable Sales tax recoverable Other current assets ,139 7,608 Property and equipment (note 3) 40,216 36,128 Liabilities 44,355 43,736 Current liabilities Accounts payable and accrued liabilities 1,592 1,701 Automobile lease payable (note 8) 6 6 Due to The TDL Group of Companies (note 2) ,604 1,817 Automobile lease payable (note 8) Surplus 1,624 1,843 Net assets Invested in capital assets 40,244 36,156 Externally restricted assets Internally restricted assets - - Unrestricted assets 2,442 5,558 Foreign currency translation (note 1) (126) (126) 42,731 41,893 44,355 43,736 Approved by the Board of Directors Director Director The accompanying notes are an integral part of these combined financial statements.

5 Combined Statement of Operations For the year ended Total actual Budget (Unaudited - note 7) Variance favourable (unfavourable) to budget (Unaudited - note 7) Total actual Receipts (notes 5 and 6) 24,428 24,965 (537) 23,937 Camp operating expenses Wages and benefits 7,739 8, ,190 Site maintenance 2,807 1,746 (1,061) 1,566 Food and beverage (104) 953 Insurance Property taxes Sports and program Commemorative gifts (224) 347 Carolee House bursaries (35) 661 Supplies (32) 419 Utilities (99) 662 Camper registration (5) 205 Travel (40) 182 Consulting fees (3) 43 New camp development (37) 245 Total camp operating expenses 15,662 14,324 (1,338) 13,579 Transportation costs 2,860 2, ,885 Administration 2,657 2,609 (48) 2,877 Interest income - net (21) (26) Amortization expense 2,414 2, ,311 Total expenses 23,572 22,390 (1,182) 21,626 Excess of receipts over expenses for the year 856 2,575 (1,719) 2,311 The accompanying notes are an integral part of these combined financial statements.

6 Combined Statement of Net Assets For the year ended Invested in capital assets Balance - Beginning of year 36,156 33,828 Amortization of property and equipment (2,414) (2,311) Purchase and donation of property and equipment 6,575 4,676 Disposal of property and equipment (73) (37) Balance - End of year 40,244 36,156 Externally restricted assets (note 1) Balance - Beginning of year Additions Released from restrictions (257) (329) Balance - End of year Internally restricted assets (note 1) Balance - Beginning of year - 1,797 Released from restrictions - (1,797) Balance - End of year - - Unrestricted assets Balance - Beginning of year 5,558 3,749 Net funds received and used to finance investments in property and equipment (6,575) (4,676) Net funds received from sale of property and equipment Excess of receipts over expenses before amortization and gain (loss) on disposal of property and equipment 3,272 4,619 Funds used for internally restricted assets - 1,797 Funds used for externally restricted assets Balance - End of year 2,442 5,558 The accompanying notes are an integral part of these combined financial statements.

7 Combined Statement of Cash Flows For the year ended Cash provided by (used in) Operating activities Excess of receipts over expenses for the year 856 2,311 Net addition/reduction to externally restricted assets (18) 305 Items not affecting cash Amortization expense 2,414 2,311 (Gain) loss on disposal of property and equipment 2 (3) Donated property and equipment (19) 15 3,235 4,939 Changes in non-cash working capital balances Accounts and pledged donations receivable 2 (9) Sales tax recoverable (42) (47) Other current assets 8 26 Accounts payable and accrued liabilities (109) ,094 5,247 Financing activities Decrease in due to The TDL Group of Companies (104) (122) Repayment of automobile leases (6) (23) (110) (145) Investing activities Purchase of property and equipment (6,556) (4,629) Proceeds from sale of property and equipment (6,485) (4,576) Increase (decrease) in cash during the year (3,501) 526 Cash - Beginning of year 6,918 6,392 Cash - End of year 3,417 6,918 The accompanying notes are an integral part of these combined financial statements.

8 Notes to Combined Financial Statements 1 Summary of significant accounting policies Status of the Tim Horton Children s Foundation, Inc. The Tim Horton Children s Foundation, Inc. (the Foundation) is incorporated without share capital under the Canada Corporations Act. The Foundation is a charitable organization under the Income Tax Act (Canada). As such, it is exempt from income tax by virtue of paragraph 149(1)(f) of the Income Tax Act (Canada). The Tim Horton Children s Foundation (US), Inc. (US Foundation) was founded on December 28, The US Foundation is incorporated without share capital under the Kentucky Non-profit Corporation Act. The US Foundation is a charitable organization and is exempt from income tax by virtue of paragraph 501(c)(3) of the United States Internal Revenue Code. The Foundation is the sole member of the US Foundation and thereby controls the US Foundation. Directors of the US Foundation consist of employees of The TDL Group Corp. and external directors. The Foundation and the US Foundation entered into a joint venture agreement on December 15, 2000 to operate camps in the United States of America for economically disadvantaged children. The joint venture agreement incorporates a formal cost sharing agreement with the US Foundation, in that the Foundation will fund, on an annual basis, the amounts required to operate the camp, to the extent the US Foundation is unable to fund these costs. Basis of combination These combined financial statements present the financial activities and financial position of the Foundation, including the results of the US Foundation and the Tim Horton Children s Foundation Joint Venture. These combined financial statements are prepared in accordance with Canadian generally accepted accounting principles. The Foundation follows the restricted fund method for accounting for contributions in accordance with The Canadian Institute of Chartered Accountants (CICA) standards. All inter-foundation transactions and balances are eliminated on combination. Activity The Foundation and the US Foundation through its joint venture with the Foundation, operate camps for economically disadvantaged children in the following locations: Kananaskis, Alberta; Parry Sound, Ontario; St. George, Ontario; Tatamagouche, Nova Scotia; Quyon, Quebec; and Campbellsville, Kentucky. (1)

9 Notes to Combined Financial Statements Donations Donations are recorded as received or when their realizable value can be reasonably estimated. The Foundation has historically received substantially all (in excess of 85%) of its donations from the following groups: Tim Hortons restaurant owners; The TDL Group of Companies, its employees and their suppliers; directors of the Foundation; and the general public through coin boxes located inside Tim Hortons restaurants. From time to time, through the normal course of business, the Foundation accepts pledges related to future donations. Pledged donations recorded in these combined financial statements and to be received in future periods are included under accounts and pledged donations receivable. The maximum credit risk with these pledged donations is the fair value of the pledged donations receivable. The value of pledged donations receivable at year-end was 14 ( ). Property and equipment Property and equipment purchased are recorded at cost. Donations of property, buildings and equipment are recorded at estimated fair value when that value can be reasonably determined. Amortization of property and equipment is calculated over their estimated useful lives using the declining balance method at the following annual rates: Buildings 5% Equipment and furnishings 20% Paving 8% Marine vehicles and equipment 15% Vehicles 30% Computers 30% Livestock 25% Impairment of long-lived assets The Foundation reviews the carrying amounts of its long-lived assets if events or circumstances indicate the carrying amount may not be recoverable. If the amount is not recoverable, the Foundation would recognize an impairment loss, if required, equal to the amount that the carrying value of the assets exceeds their fair value. Foreign currencies Revenue and expense items are translated into Canadian dollars at the rate in effect at the time the transaction occurred. Monetary assets and liabilities are translated into Canadian dollars at the rate in effect at the combined balance sheet date. Effective November 1, 2003, which is the date the US Foundation and joint venture were not self-sustaining, exchange gains and losses arising from translation are recognized on the combined statement of operations, as the US Foundation and the joint venture are determined to be of an integrated nature and the functional currency to be the Canadian dollar. (2)

10 Notes to Combined Financial Statements Contributed materials, services, land and other property and equipment The Foundation benefits from various donated materials and services, including public service announcements and food products. Amounts for these materials and services have not been included in the combined statement of operations as they cannot be reasonably estimated. In fiscal 2011, 19 ( ) of property and equipment were donated to the Foundation. The property and equipment consisted of livestock for the Kananaskis camp. Use of estimates The preparation of these combined financial statements requires management to make estimates and assumptions that affect receipts and expenses during the reporting periods, in addition to the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the combined financial statements. Actual results could differ from those estimates. Restricted assets During the year, the Foundation received 123 ( ) in proceeds from a black tie fundraising event held for the purpose of funding the Carolee House Leadership Bursary Program (formerly the Tim Horton Youth Leadership Bursary Award Program). The program paid out bursaries totalling 123 from restricted assets ( ), plus an additional 472 ( ) from unrestricted assets. In 2010, the Foundation received a donation of 348 to be used for nature and conservation programs at its camp in St. George, Ontario. During the year, 135 ( ) was used to fund these programs. The closing balance of these restricted assets at was 171 ( ). In February 2008, the board of directors authorized the creation of an internally restricted fund to be used for the purpose of expanding existing Tim Horton Children s Foundation camps and for the construction of a new camp. All appropriations into this fund from unrestricted assets are approved by the board of directors. During the year, nil ( nil) was added to the internally restricted fund and nil (2010-1,797) was used toward costs relating to expansion of the Parry Sound and Kananaskis camp locations. Financial instruments The fair values of cash, accounts and pledged donations receivable, sales tax recoverable and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity. The fair value of the long-term debt, which includes an automobile lease payable, approximates its carrying value, given its shortterm maturity and insignificant, if any, associated transaction costs. Disclosure and presentation The Foundation has chosen to apply the CICA Handbook Section 3861, Financial Instruments - Disclosure and Presentation, in place of CICA Handbook Section 3862, Financial Instruments - Disclosure, and CICA Handbook Section 3863, Financial Instruments - Presentation. (3)

11 Notes to Combined Financial Statements The main risks to which the Foundation s financial instruments are exposed are credit risk and foreign currency risk. It is management s opinion that the Foundation is not exposed to significant interest rate risk, market risk and cash flow risk. Credit risk The Foundation grants credit in the normal course of business and is exposed to credit risk on its accounts receivable. Credit evaluations are performed on a regular basis and the combined financial statements take into account an allowance for bad debts. The maximum credit risk is the fair value of the accounts receivable balance. Foreign currency risk Foreign currency risk is the risk future cash flows arising from amounts receivable and/or payable in a foreign currency will fluctuate because of changes in foreign exchange rates. Future accounting changes Accounting standards for not-for-profit organizations In December 2010, the Canadian Accounting Standards Board issued a comprehensive set of accounting standards applicable to not-for-profit organizations. The standards are effective for fiscal years beginning on or after January 1, 2012 and require retrospective application, except for certain exemptions and exceptions contained within the standards. Early adoption of the standards is permitted. These standards will apply to the Foundation for the fiscal year starting November 1, The Foundation is currently considering the impact of the adoption of these standards. 2 Due to The TDL Group of Companies The following miscellaneous payables are non-interest bearing and due on demand: The TDL Group Corp. 13 (107) Tim Hortons Advertising and Promotion Fund (Canada) Inc. (19) (3) (6) (110) (4)

12 Notes to Combined Financial Statements 3 Property and equipment Cost Accumulated amortization 2011 Net Land 3,338-3,338 Buildings 48,395 17,023 31,372 Construction-in-progress Equipment and furnishings 12,111 8,510 3,601 Paving 1, Marine vehicles and equipment 1, Vehicles 1,508 1, Computers 1, Livestock ,268 29,052 40, Cost Accumulated amortization Net Land 3,256-3,256 Buildings 40,633 15,674 24,959 Construction-in-progress 3,435-3,435 Equipment and furnishings 11,093 7,850 3,243 Paving Marine vehicles and equipment 1, Vehicles 1,572 1, Computers Livestock Loan facility 63,058 26,930 36,128 The Foundation has available an operating credit facility aggregating to approximately 500 to provide funding for general operating requirements of the Foundation as well as a 2,000 purchase card availability for peak periods regarding general corporate and working capital purposes. The interest rate on the operating facility is the bank s prime lending rate. The balance outstanding on the operating facility at year-end was nil ( nil). The facility is secured by a general security agreement and bears interest at the bank s prime lending rate. Interest expense for the year (included in net interest expense) amounted to 9 (2010-2). (5)

13 Notes to Combined Financial Statements 5 Receipts Receipts are net of 1,193 (2010-1,268) of fundraising expenses incurred in the year. 6 Private donations Private donations are eligible for charitable tax credits for donors to the Foundation. The Foundation s Canadian federal charitable registration number is RR0001. Private donations are eligible for charitable tax credits for donors to the US Foundation. The US Foundation s identification number is Budgeted figures Budgeted figures presented are for the Foundation, combined, and are unaudited and have been approved by the Foundation s board of directors. 8 Commitments The Foundation has no operating lease commitments. The Foundation has 26 ( ) of automobiles acquired under a capital lease at an annual interest rate of 7.5%. The lease expires on September 30, Interest expense for the year was 2 (2010-2). Future lease commitments are as follows: On July 1, 1999, the US Foundation entered into a lease agreement with the Commonwealth of Kentucky to lease 50 acres of land located in Green River Lake State Park to expire on August 21, 2026, with two renewal periods totalling 50 years. The lease requires annual rental payments of one dollar (1) during its initial and two renewal terms. The fair value of the operating land lease expense cannot be reasonably estimated and as such has not been reflected in the combined financial statements. 9 Capital management The Foundation has adopted CICA Handbook Section 1535, Capital Disclosures. This standard requires that an entity disclose information that enables users of its financial statements to evaluate an entity s objectives, policies, and processes for managing capital, including disclosures of externally imposed capital requirements and the consequences of non-compliance. This standard impacts the Foundation s disclosures, but does not affect its results or combined financial position. 26 (6)

14 Notes to Combined Financial Statements The Foundation defines its capital as the amounts included in its net asset balances. The Foundation s objective when managing its capital is to safeguard the Foundation s ability to continue as a going concern so that it can continue to provide the appropriate level of benefits and services to its beneficiaries and its stakeholders. A portion of Foundation s capital is restricted in that the Foundation is required to meet certain requirements in order to utilize its externally and internally restricted net asset balance, as described in note 1. The Foundation has internal control processes to ensure the restrictions are met prior to the utilization of these resources and has been in compliance with these restrictions throughout the year. The Foundation sets the amount of net asset balances in proportion to risk, manages the net asset structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. 10 Comparative figures Certain comparative figures have been reclassified to conform to the presentation adopted in the current year. (7)

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