(Formerly CVTech Group Inc.)

Transcription

1 (Formerly CVTech Group Inc.) Condensed Interim Consolidated Financial Statements For the three months ended, 2014

2 Consolidated Statement of Financial Position (in thousands of Canadian dollars) December Assets Current assets Cash 1,773 3,106 Trade and other receivables 57,375 53,505 Costs and anticipated profits in excess of billings 24,041 22,305 Current tax asset 2,481 2,276 Prepaid expenses 1,850 2,762 87,520 83,954 Non current assets Property, plant and equipment 44,128 44,967 Intangible assets 33,501 32,928 Defined benefit asset 3 3 Other non current assets 2,134 2,064 Deferred tax assets 6,113 2,986 Total assets 173, ,902 Liabilities Current liabilities Bank loans (note 4) 23,178 32,134 Trade and other payables 27,886 26,278 Billings in excess of costs and anticipated profits 1,173 1,477 Provisions Current portion of long term debt (note 5) 6,548 11,469 59,358 71,967 Non current liabilities Long term debt (note 5) 25,141 7,240 Deferred tax liabilities 5,597 5,138 Total liabilities 90,096 84,345 Equity Capital stock (note 6) 43,558 43,558 Share options reserve (note 7) Contributed surplus 16 Accumulated other comprehensive income 3, Retained earnings 36,013 38,252 Total equity 83,303 82,557 Total liabilities and equity 173, ,902 The accompanying notes are an integral part of these condensed interim consolidated financial statements. (2)

3 Consolidated Statement of Income (in thousands of Canadian dollars, except per share data) Revenues 69,958 57, , ,997 Expenses Operating expenses (excluding depreciation and amortization) 69,221 55, , ,336 Depreciation and amortization (note 9) 2,720 2,449 7,732 7,231 Impairment of an item of property, plant and equipment (note 10) 2,188 2,188 Finance charges, net amount (note 11) 1, ,326 1,659 Foreign exchange loss (gain) (447) 2 (178) (85) 74,711 58, , ,141 Loss before income tax (4,753) (1,592) (4,688) (5,144) Income tax recovery (1,788) (1,088) (2,449) (2,862) Net loss (2,965) (504) (2,239) (2,282) Loss per share (expressed in dollars per share) (note 12) Basic and diluted ($0.04) ($0.01) ($0.03) ($0.03) The accompanying notes are an integral part of these condensed interim consolidated financial statements. (3)

4 Consolidated Statement of Comprehensive Income (Loss) (in thousands of Canadian dollars) Net loss (2,965) (504) (2,239) (2,282) Other comprehensive income (loss) Items that may be reclassified subsequently to profit or loss Exchange difference of foreign operations translation 2,567 (1,188) 2,791 2,019 Unrealized exchange gain (loss) on financial instruments designated as investment hedges, net of related income taxes 48 (14) (189) 2,567 (1,140) 2,777 1,830 Comprehensive income (loss) (398) (1,644) 538 (452) The accompanying notes are an integral part of these condensed interim consolidated financial statements. (4)

5 Consolidated Statement of Changes in Equity, 2014 and 2013 (in thousands of Canadian dollars) Capital stock Share options reserve Contributed surplus Accumulated other comprehensive income (loss) Retained earnings Total equity Balance January 1, , ,252 82,557 Net loss (2,239) (2,239) Other comprehensive income 2,777 2,777 Comprehensive income 2,777 (2,239) 538 Cancellation of share options (note 7) (46) 16 (30) Share based compensation (note 7) Balance, , ,049 36,013 83,303 Balance January 1, , (3,197) 40,215 81,536 Net loss (2,282) (2,282) Other comprehensive income 1,830 1,830 Comprehensive loss 1,830 (2,282) (452) Redemption of shares (note 6) (409) (126) (235) (770) Cancellation of share options (note 7) (29) 29 Share based compensation (note 7) Balance, , (1,367) 37,698 80,352 The accompanying notes are an integral part of these condensed interim consolidated financial statements. (5)

6 Consolidated Statement of Cash Flows (in thousands of Canadian dollars) Cash flows provided by (used in): Operating activities Net loss (2,965) (504) (2,239) (2,282) Adjustments for: Depreciation and amortization (note 9) 2,720 2,449 7,732 7,231 Impairment of an item of property, plant and equipment (note 10) 2,188 2,188 Loss (gain) on disposal of property, plant and equipment 125 (175) 143 (196) Deferred tax (1,546) (1,945) (2,467) (3,618) Share based compensation Unrealized losses on derivative financial instruments (15) Change in unrealized exchange differences on long term debt 139 (133) Finance charges, net amount (note 11) 1, ,326 1,659 Interest on bank loans and bank charges (note 11) (504) (355) (1,260) (804) Interest income Post employment benefits (60) Changes in items of working capital (note 14) 766 2,565 (329) 2,887 2,031 2,542 6,534 5,022 Investing activities Additions to property, plant and equipment (1,040) (3,392) (3,028) (12,141) Proceeds from sale of property, plant and equipment Additions to intangible assets (14) (375) (2,377) (3,227) Business acquisition, net of cash acquired (note 3) (314) (550) (2,211) (1,044) (3,447) (5,785) (16,624) Financing activities Variation in bank loans (note 4) (962) 3,124 (10,012) 7,925 Issuance of long term debt (note 5) 3,000 25,000 Transaction costs related to long term debt (note 5) (186) (892) Repayment of long term debt (note 5) (1,616) (2,135) (14,805) (6,883) Interest on long term debt (471) (250) (962) (809) Redemption of shares (note 6) (234) (770) (235) 505 (1,671) (537) Effect of exchange rate changes on cash (539) 353 (411) 18 Change in cash 213 (47) (1,333) (12,121) Cash at the beginning 1,560 2,184 3,106 14,258 Cash at the end 1,773 2,137 1,773 2,137 Additional information (note 14) Interest paid ,948 1,386 Income taxes paid (recovered) (185) (513) 155 (308) The accompanying notes are an integral part of these condensed interim consolidated financial statements. (6)

7 , 2014 and General information Effective September 9, 2014, CVTech Group Inc. has adopted the name NAPEC Inc. The Corporation believes that the new name will be more representative of the sector in which it currently operates. NAPEC Inc. and its subsidiaries (the Corporation) specialize in the construction and maintenance services of electrical transmission and distribution lines for the utility and heavy industrial markets. The Corporation sells its services in Canada and the United States. NAPEC Inc. is listed on the Toronto Stock Exchange (TSX : NPC) and was incorporated under the Canada Business Corporations Act on May 16, The address of its registered office is 1975 Jean Berchmans Michaud Street, Drummondville, Quebec, Canada. 2 Basis of preparation and accounting standards These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. These financial statements should be read in conjunction with the Corporation's annual consolidated financial statements for the year ended December 31, 2013 prepared in accordance with IFRS, as defined in the Chartered Professional Accountants of Canada Handbook and adopted by the International Accounting Standards Board (IASB). The accounting policies followed in these condensed interim consolidated financial statements are consistent with those of the previous year. 3 Business combination On April 1, 2013, the Corporation proceeded with the acquisition of all the issued and outstanding common shares of B.G. High Voltage Systems Limited, a provider of electrical services located in Scarborough, Ontario. Founded in 1987, this company specializes in the planning, installation and maintenance of substations, transformers, as well as overhead and underground electricity distribution systems. The basic purchase price amounted to $2,700, subject to post closure adjustments, and was financed through the Corporation s available liquidities. The basic price includes a payment of $2,150 on the transaction date and an amount of $550 payable one year after the conclusion of the transaction. The adjustment to the basic price, established at $314, was paid in July The present value of the total purchase price was fixed at $2,996. (7)

8 , 2014 and 2013 The fair value of net assets acquired is as follows: As at April Assets acquired Cash 253 Trade and other receivables 871 Prepaid expenses 279 Property, plant and equipment 70 Customer relationships 800 Goodwill 1,574 Liabilities assumed Trade and other payables 384 Billings in excess of costs and anticipated profits 88 Current tax liability 77 Deferred tax liabilities 302 Net assets acquired 2,996 The goodwill recognized in this transaction ismainly due to the synergies expected to result from the business combination, to the Corporation's ability to win significant contracts with existing or former clients on the Ontario market and to the employees' expertise of the acquired company. The goodwill arising from this acquisition amounted to $1,574 and is not deductible for income tax purposes. The fair value of trade and other receivables is equal to the gross contractual amounts receivable, which is also the best estimate, on the acquisition date, of the contractual cash flows expected to be collected. The acquisition related costs totalling $182 have been recognized in the consolidated statement of income under Operating expenses. The following table presents certain items of the consolidated statement of income as they would have been reflected if the acquisition had occurred on January 1, 2013: 3, Pro forma revenue 170,423 Pro forma net loss (1,977) (8)

9 , 2014 and Bank loans Nine months ended Year ended December Opening balance 32,134 17,908 Change in bank loans (10,012) 13,157 Effect of foreign exchange rate 1,056 1,069 Closing balance 23,178 32,134 During the last year, the Corporation approached some financial institutions in order to obtain credit facilities under satisfactory terms and restrictions that better suit its business model. On June 10, 2014, the Corporation entered into an agreement with a banking syndicate for a three year term bank financing, including a renewable credit facility of an authorized amount of $40,000 in Canadian dollars, on which funds may also be drawn in US dollars. The credit facility bears interest at a rate based on a financial ratio. This rate currently corresponds to the lender s prime rate plus 2.50% or to bankers' acceptances / LIBOR rate plus 4.00%. In addition, a 1% standby fee is paid on the unused portion of this credit facility. The credit facility is secured by the Corporation s assets and is subject to compliance with certain financial ratios based on the Corporation s consolidated financial statements. As at, 2014, these financial ratios were met. As at December 31, 2013, the financial ratios under the previous agreement were not met. 5 Long term debt Nine months ended Year ended December Opening balance 18,709 25,227 Issuance of long term debt 25,000 Transaction costs (892) Amortization of deferred transaction costs Repayment of long term debt (14,805) (8,961) Issuance of debt resulting from finance leases 3,038 1,403 Accretion on debentures 2 Effect of foreign exchange rate Closing balance 31,689 18,709 Current portion 6,548 11,469 Non current portion 25,141 7,240 31,689 18,709 (9)

10 , 2014 and 2013 During the last year, the Corporation approached some financial institutions in order to obtain loans under satisfactory terms and restrictions that better suit its business model. On June 10, 2014, the Corporation entered into an agreement with a banking syndicate for a three year term bank financing, including a long term loan of an authorized amount of $25,000. This loan bears interest at a rate based on a financial ratio. This rate currently corresponds to the lender s prime rate plus 2.50% or to bankers' acceptances / LIBOR rate plus 4.00%. A portion of the borrowed funds has been used to repay all the loans that were secured by all of the Corporation s assets. This loan is repayable in quarterly principal instalments that correspond to annual payments totalling 10%, 11% and 12%, respectively, of the total amount borrowed for each of the three years covered by the agreement. This long term loan is secured by the Corporation s assets and is subject to compliance with certain financial ratios based on the Corporation s consolidated financial statements. As at, 2014, these financial ratios were met. As at December 31, 2013, the financial ratios under the previous agreements were not met. However, the Corporation obtained a waiver from certain financial institutions concerned. The current portion of the long term debt has been increased by $2,265 in order to reclassify the non current portion of the debts for which no waiver was obtained. 6 Capital stock, 2014 Year ended December 31, 2013 Number of shares Stated value Number of shares Stated value Opening balance Cancellation of shares Closing balance 71,533,141 43,558 72,376,881 44,090 a) (843,740) (532) b) 71,533,141 43,558 71,533,141 43,558 a) b) In November 2012, the Corporation's Board of Directors approved a twelve month normal course issuer bid. Under the terms of the bid, the Corporation may redeem up to 2,000,000 outstanding shares, as defined by the Toronto Stock Exchange, at the ruling market price. In November 2013, a similar twelve month normal course issuer bid was approved by the Board of Directors. Under the terms of the bid, the Corporation may repurchase up to 2,500,000 outstanding shares, in conformity with the policies of the Toronto Stock Exchange, at the ruling market price. During the year ended December 31, 2013, the Corporation repurchased 766,695 shares for an amount of $899. Thereafter, it cancelled 843,740 shares with an average paid up capital of $532. The excess of the redemption price of the cancelled shares over the average paid up capital amounted to $450. Out of this sum, an amount of $126 has been applied against the contributed surplus balance, and the remaining $324 has been applied against retained earnings. During the nine month period ended, 2014, the Corporation did not redeem or cancel any shares. Shares issued as of, 2014 and December 31, 2013 include 924,361 escrowed shares, voting and entitling to dividends when the Corporation declares dividends. (10)

11 , 2014 and Share options, 2014 Number Carrying amount Weighted average exercise price ($) Outstanding at the beginning 1,795, Granted a) 1,517,893 Forfeited b) (229,302) (46) 1.13 Share based compensation 238 Outstanding at the end 3,083, Exercisable at the end 761, Year ended December 31, 2013 Number Carrying amount Weighted average exercise price ($) Outstanding at the beginning 847, Granted 1,002, Forfeited (54,933) (29) 1.36 Share based compensation 90 Outstanding at the end 1,795, Exercisable at the end 792, a) For the nine month period ended, 2014, the fair value of share options granted was estimated using the Black Scholes option pricing model with the following weighted average assumptions: Risk free interest rate 1.67% Expected volatility 41% Dividend yield Nil Expected life of each option granted 6 years Average fair value of each option granted $0.36 b) During the nine month period ended, 2014, an amount of $30 resulting from the cancellation of 229,302 share options has been applied against the share based compensation expense of $238 in the statement of income, for a net amount of $208. An amount of $16 has been reflected in the contributed surplus. (11)

12 , 2014 and 2013 The following table summarizes information about share options outstanding and exercisable as at, 2014: Options outstanding Options exercisable Exercise price Number Weighted average remaining contractual life (years) Number Weighted average remaining contractual life (years) $ , $ , $ , , $ , $ , $ , , $ , , ,083, ,601 8 Major customers Customers representing 10% or more of revenues are as follows:, 2014, 2013 Amount % Amount % Customer 1 10, ,037 9 Customer 2 9, , Customer 3 7, Customer 4 6,411 9 Customer 5 7, (12)

13 , 2014 and 2013, 2014, 2013 Amount % Amount % Customer 1 32, ,341 8 Customer 2 37, , Customer 3 7,178 3 Customer 4 21, Customer 5 7, , Depreciation and amortization Depreciation of property, plant and equipment 2,124 1,934 6,083 5,737 Amortization of intangible assets ,649 1,494 2,720 2,449 7, , Impairment of an item of property, plant and equipment During the period, as part of the implementation of its new organizational structure, the Corporation recognized an impairment of $2,188 on a building located in the United States. A defferred tax recovery of $860 has been accounted for in connection with this impairment. The Corporation determined the recoverable amount of this building based on its value in use using a discounted cash flow model at a discount rate of 5.5%. 11 Finance charges, net amount Finance charges on long term debt , Interest on bank loans and bank charges , Interest income (24) (27) (88) (92) Accretion on debentures 2 1, ,326 1,659 (13)

14 , 2014 and Loss per share The basic loss per share is calculated by dividing the net loss by the basic weighted average number of shares outstanding. The diluted loss per share is calculated by adjusting the weighted average number of shares outstanding to consider the impact of all dilutive potential shares Net loss (2,965) (504) (2,239) (2,282) Weighted average number of shares outstanding Basic 71,533,141 71,789,368 71,533,141 72,009,018 Dilutive share options 15,468 17,517 Diluted 71,533,141 71,804,836 71,533,141 72,026,535 Loss per share Basic Diluted ($0.04) ($0.01) ($0.03) ($0.03) ($0.04) ($0.01) ($0.03) ($0.03) Some share options have been excluded from the calculation of the diluted loss per share since these options were considered to be anti dilutive. For the three month and nine month periods ended, 2014, 3,083,658 share options have been excluded from the calculation (1,505,286 in 2013). (14)

15 , 2014 and Geographic information The following revenues are allocated by country based on the customers' place of residence: Canada 21,062 20,110 75,627 53,704 United States 48,896 37, , ,293 69,958 57, , ,997 Long lived assets by country, which consist of property, plant and equipment and intangible assets, are detailed as follows : As at As at December Canada 31,112 31,689 United States 46,517 46,206 77,629 77, Additional disclosures on the cash flow statements Changes in items of working capital Trade and other receivables Costs and anticipated profits in excess of billings Current tax Prepaid expenses Trade, provisions and other payables Billings in excess of costs and anticipated profits (3,331) (1,903) (1,923) 15,393 3,386 (1,878) (1,147) (13,013) (58) 1,370 (137) 1,064 1, ,091 (41) 3,796 2,264 (3,022) (836) 369 (365) 1, ,565 (329) 2,887 (15)

16 , 2014 and 2013 Items not affecting cash related to operating, investing and financing activities Additions to property, plant and equipment and intangible assets included in trade and other payables Additions to property, plant and equipment resulting from finance leases Business acquisition included in trade and other payables 494 2, ,329 2, ,038 1, Financial instruments Categories of financial instruments Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the statement of income or other comprehensive income. The following table shows the carrying amounts of assets and liabilities for each of these categories. As at As at December Assets Loans and receivables Cash 1,773 3,106 Trade and other receivables 57,201 53,137 Costs and anticipated profits in excess of billings 24,041 22,305 Other non current assets 1,557 1,486 84,572 80,034 Liabilities Amortized cost Bank loans 23,178 32,134 Trade and other payables 26,700 24,581 Billings in excess of costs and anticipated profits 1,173 1,477 Long term debt including current portion 31,689 18,709 82,740 76,901 Fair value through profit or loss Interest rate swaps (16)

17 , 2014 and 2013 Fair values, valuation methods and assumptions Management considers that the fair value of financial assets and liabilities recorded in the financial statements approximates the carrying amount. The Corporation classifies its financial assets and liabilities measured at fair value into three levels according to the observability of the inputs used in their measurement. Level 1 This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that the Corporation can access on the measurement date. Level 2 This level includes measurements based on directly or indirectly observable inputs other than quoted prices included in Level 1. Financial instruments in this category are measured using valuation models or other standard valuation techniques that rely on observable market inputs. The interest rate swaps are level 2 instruments. Level 3 The measurements used in this level rest on inputs that are unobservable, unavailable, or whose observable inputs do not justify the largest part of the fair value of instruments. As at, 2014 and December 31, 2013, the Corporation held no level 3 instrument. The Corporation uses a model based on valuation techniques to measure the fair value of the interest rate swap, for which all significant assumptions are observable market inputs or may be corroborated with observable market inputs for the complete term of the asset using broker quotes for similar debts. The fair value of the long term debt has been measured by discounting anticipated cash flows at the rates currently offered to the Corporation for debts with similar maturities and conditions. For all other financial assets and liabilities, the carrying amount reasonably approximates the fair value. Liquidity risk Liquidity risk is the risk that the Corporation will encounter in raising funds to meet its commitments at maturity. The following table details the Corporation's remaining contractual maturity for its non derivative financial liabilities and agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Corporation can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are at floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. (17)

18 , 2014 and 2013, 2014 Less than 12 months 12 to 24 months More than 24 months Total Bank loans 23,178 23,178 Trade and other payables 26,700 26,700 Billings in excess of costs and anticipated profits 1,173 1,173 Long term debt including current portion 8,189 6,735 21,393 36,317 59,240 6,735 21,393 87,368 December 31, 2013 Less than 12 months 12 to 24 months More than 24 months Total Bank loans 32,134 32,134 Trade and other payables 24,596 24,596 Billings in excess of costs and anticipated profits 1,477 1,477 Long term debt including current portion 10,032 6,165 3,826 20,023 68,239 6,165 3,826 78,230 The Corporation believes that future cash flows from operations and availability under existing credit facilities will be adequate to support its financial liabilities. 16 Seasonality The Corporation's financial results for any individual quarter are not necessarily indicative of results to be expected for the full year. Interim period revenues and net earnings are typically sensitive to weather and market conditions. Operations in the Corporation are affected by natural disasters and weather conditions. Consequently, revenues may be higher during the hurricane period, which typically extends from June to November. (18)

19 , 2014 and Authorization of financial statements These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issue on November 7, Pierre L. Gauthier President and Chief Executive Officer Jacques Joly, CPA, CA, ASC Chairman of the Board of Directors (19)